UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
December 13, 2006
Date of report (Date of earliest event reported)
PepsiAmericas, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-15019
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13-6167838 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
4000 Dain Rauscher Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402
(Address of principal executive offices, including zip code)
(612) 661-4000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2):
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¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
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| ITEM 5.02 |
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DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
(d) On December 13, 2006, the Board of Directors, upon recommendation of the Governance,
Finance and Nominating Committee, elected Deborah E. Powell, M.D. as a new director. Each of our
directors is elected annually, by a majority of the votes cast, to serve until the next annual
meeting of shareholders and until his or her respective successor is elected and duly qualified, or
until his or her death, resignation or removal. Dr. Powell has been appointed to serve on the
Management Resources and Compensation Committee as well as the Governance, Finance and Nominating
Committee of the Board.
There are no arrangements or understandings between Dr. Powell and any other person pursuant
to which Dr. Powell was elected as a director. There are no transactions in which Dr. Powell has
an interest requiring disclosure under Item 404(a) of Regulation S-K.
As a non-employee director, Dr. Powell receives annual compensation comprised of the
following: (1) $30,000 annual retainer, paid in equal quarterly installments of $7,500; (2) a
restricted stock award under our 2000 Stock Incentive Plan for a number of shares equal to $60,000
divided by the fair market value of our common stock on the date of grant; (3) a meeting fee of
$2,000 per Board meeting; and (4) a meeting fee of $1,000 per Committee meeting. Directors who
serve on the Board’s Committees receive an additional $5,000 retainer per year per Committee; and
the Chairman of each of the Board’s Committees receives an additional $10,000 retainer per year
(with the exception of the Chairman of the Affiliated Transaction Committee who receives an
additional $5,000 retainer per year). Directors also are reimbursed for reasonable expenses
incurred in attending Board and Committee meetings. The above-referenced director restricted stock
awards are granted in February, every year. Pursuant to the terms of such awards, directors may not
sell such stock while they serve on the Board of Directors.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
(a) On December 14, 2006, the Board of Directors approved amendments to Article II, Section 2
of the Company’s By-Laws to change the vote standard for the election of directors from plurality
to a majority of votes cast in uncontested elections. A majority of the votes cast means that the
number of shares voted “for” a director must exceed the number of votes cast “against” that
director. In contested elections, where the number of nominees exceeds the number of directors to
be elected, the vote standard will continue to be a plurality of the votes cast. An election shall
be considered “contested” if the number of properly and timely nominated nominees, in accordance
with the By-Laws, exceeds the number of directors to be elected.
The Board of Directors also adopted a director resignation policy to further implement the
majority voting standard. Pursuant to this policy, if a nominee who already serves as a director
is not elected, the director shall offer to tender his or her resignation to the Board of
Directors. The Governance, Finance and Nominating Committee will make a recommendation to the
Board on whether to accept or reject the resignation, or whether other action should be taken.
Subject to the procedures described below, the Board will act on the Committee’s recommendation
within 90 days from the date of the certification of the election results. Following the
determination by the Board, the Company will promptly disclose publicly the Board’s decision,
including an explanation of the process for reaching the decision and, if applicable, the reasons
for rejecting the resignation offer.
A director who is required to offer to resign in accordance with the policy shall not be
present during the deliberations or voting by the Committee or the Board as to whether to recommend
or accept his or her resignation offer or, except as provided below, an offer by any other director
to tender his or her resignation in accordance with
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the policy. If enough members of the Committee do not receive more “for” votes than “against”
votes in the same uncontested election such that a quorum of the Committee cannot be attained, then
one of the following will apply:
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(A) |
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if four or more independent directors did not receive more “for” votes than
“against” votes in the same uncontested election, then the independent directors who
received a greater number of “for” votes than “against” votes in that election will be
asked to consider and recommend to the Board whether to accept the resignation offers
of the affected directors and the Board, with only its directors who received a greater
number of “for” votes than “against” votes in that election participating, will act on
such recommendation, or |
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(B) |
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if three or fewer independent directors did not receive more “for” votes than
“against” votes in the same uncontested election, then the Board, with all of its
directors (including those who received a greater number of “against” votes than “for”
votes in that election) participating, will discuss and act with respect to accepting
or rejecting the resignation offers (except that no director will vote to accept or
reject his or her own resignation offer). |
Any affected director will be afforded the opportunity to provide any information or statement
that he or she deems relevant.
The amended By-Laws are effective as of December 14, 2006, and are attached as Exhibit 3 to
this Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) See “Exhibit Index.”
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