Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
Appointment of A. William Higgins as Chief Executive Officer and Director
On February 20, 2008, CIRCOR International, Inc. (CIRCOR or the Company) issued a press release announcing that
A. William (Bill) Higgins has been elected as Chief Executive Officer of the Company effective March 1, 2008 succeeding David A. Bloss, Sr. whose retirement the Company has previously announced. In addition, on
February 20, 2008, the Companys Board of Directors accepted the recommendation of the Nominating and Corporate Governance Committee and appointed Mr. Higgins to the Companys Board of Directors, thereby increasing the size of
its Board from 7 to 8 members. Mr. Higgins will serve as a Class III director. A copy of the press release announcing Mr. Higgins appointments is attached as Exhibit 99.2.
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Mr. Higgins, age 49 joined the Company as Executive Vice President and Chief Operating Officer in
January 2005 and was elevated to the position of President and Chief Operating Officer in November 2006. Prior to joining the Company, Mr. Higgins spent thirteen years in a variety of senior management positions with Honeywell International and
AlliedSignal, most recently serving as Vice President and General Manager, Americas for the Honeywell Building Solutions Business, and prior to that, as Vice President and General Manager of the AlliedSignal Grimes Aerospace Business, General
Manager of the AlliedSignal Aerospace Services Anniston Repair and Overhaul Business, and Director of East Asia Business Development for the Electronic Materials Business unit.
Mr. Higgins employment with the company is at-will, and the Company has no employment agreement with him. In connection with his elevation to
Chief Executive Officer, Mr. Higgins will have a 2008 annual base salary of $525,000 and an annual Short-Term Bonus Target Opportunity of 75% of his base salary. Mr. Higgins also will continue to participate in the Companys Long-Term
Incentive Plan with an annual target opportunity of 125% of his annual base salary, which currently is paid in restricted stock units. Upon commencement of his service as Chief Executive Officer, Mr. Higgins will receive a restricted stock unit
award with the number of units equal to $375,000 divided by the closing market price of the Companys stock on the award date. These restricted stock units will vest one-fifth per year over a five-year period. In addition, to compensate
Mr. Higgins for his willingness to forfeit participation in the Companys Supplemental Executive Retirement Plan, he will receive a restricted stock unit award with the number of units equal to $1,400,000 divided by the closing market
price of the Companys stock on the award date. These restricted stock units will vest 15% at the time of the award with the remainder to vest in equal installments over a 13-year period from the date of the award.
The Company also will enter into an Amended and Restated Executive Change of Control Agreement as well as a Severance Agreement with Mr. Higgins,
both effective as of March 1, 2008. The material terms of the Amended and Restated Executive Change in Control Agreement will be the same as those applicable to Mr. Higgins prior Executive Change of Control Agreement entered into on
February 15, 2005, as is described in the Companys most recent proxy statement, filed with the Securities and Exchange Commission on March 27, 2007 except that the Change of Control Payment (as defined in the Executive
Change of Control Agreement) will be an amount equal to three times the sum of his then effective base salary plus his highest annual incentive compensation under the Companys Executive Bonus Incentive Plan in the three immediately preceding
fiscal years. The Severance Agreement will provide that in the event Mr. Higgins employment is terminated other than for Cause, Disability or by Mr. Higgins resignation for Good Reason (as
those terms are defined in the Severance Agreement), Mr. Higgins will be entitled to receive a severance payment equal to two times the sum of his then effective base salary and target bonus opportunity.
Mr. Higgins is also eligible to receive compensation for country club initiation fees and dues and tax preparation and planning services.
Mr. Higgins other compensation components and benefits are similar to our other executive officers, which are described in the Companys proxy statement filed on March 27, 2007.
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There are no family relationships between Mr. Higgins and any director or executive officer of the
Company which would require disclosure under Item 401(d) of Regulation S-K and no transactions between Mr. Higgins or any of his immediate family members and the Company which would require disclosure under Item 404(a) of Regulation
S-K.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 20, 2008, the Board of Directors of the Company approved amendments to Article IV, Sections 1 and 2 of the Companys By-Laws to
allow for the issuance and transfer of uncertificated shares of the Company. The purpose of these amendments is to ensure that the Company is eligible to participate in a Direct Registration System as required by Section 501 of the New York
Stock Exchange Listed Company Manual.
The full text of the amendments to Article IV, Sections 1 and 2 are included in the Companys
Certificate of Amendment to the Amended and Restated By-Laws, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.