UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 16, 2013
HARSCO CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-03970 | 23-1483991 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
350 Poplar Church Road, Camp Hill, Pennsylvania | 17011 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (717) 763-7064
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. | Regulation FD Disclosure. |
Harsco Corporation (the Company) recommends that the Companys stockholders vote FOR proposal three (the advisory vote to approve named executive officer compensation, or the Say-on-Pay Proposal) at the Companys 2013 Annual Meeting of Stockholders. In further support of this recommendation, the Company has prepared a presentation entitled Additional Information to Inform 2013 Advisory Vote on Named Executive Officer Compensation filed as Exhibit 99.1 hereto and incorporated herein by reference (the Presentation), which Presentation is expected to be utilized by certain Company employees between the date of this Current Report on Form 8-K and the date of the Companys 2013 Annual Meeting of Stockholders, currently scheduled to be held on April 23, 2013, in communications with and the solicitation of votes from certain stockholders of the Company regarding the Say-on-Pay Proposal. The information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.
Item 9.01. | Financial Statements and Exhibits. |
Exhibit |
Description | |
99.1 | Additional Information to Inform 2013 Advisory Vote on Named Executive Officer Compensation Presentation |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
HARSCO CORPORATION | ||||||
Date: April 16, 2013 | By: | /s/ A. Verona Dorch |
||||
Name: | A. Verona Dorch | |||||
Title: | Vice President and General Counsel |
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Additional Information to Inform 2013 Advisory Vote on Named Executive Officer Compensation Presentation |
WE
HELP BUILD THE WORLD Camp Hill, Pennsylvania
April 16, 2013
Additional Information to Inform
2013 Advisory Vote on
Named Executive Officer Compensation
Security holders of Harsco Corporation (the Company) should read the
Companys definitive proxy statement for its 2013 Annual Meeting of
Stockholders because it contains important information. Security holders may
obtain the Companys 2013 definitive proxy statement and 2012 Annual
Report for free at www.harsco.com. This document may be deemed soliciting material
within the meaning of the rules and regulations
of the Securities and Exchange Commission promulgated under the Securities Exchange
Act of 1934, as amended. Exhibit 99.1 |
2
WE HELP BUILD THE WORLD
Compensation Highlights
Our compensation programs reflect our pay-for-performance (P4P)
philosophy: Our annual incentive program (AIP) ties annual cash
incentives to the achievement of pre-established Economic Value Added
(EVA®) performance goals, thereby linking pay directly to the creation of
stockholder value
In 2012, we increased the percentage of performance-based equity awards under
our long-term incentive program (LTIP) from 50% to
approximately 70% through the use of stock appreciation rights (SARs).
SARs are inherently performance-based awards as their value is directly tied
to the performance of the Companys stock price
ISS,
Glass
Lewis
&
Co.
and
Egan-Jones
ALL
report
that,
for
2012,
the
Companys
pay
was
aligned
with
corporate performance
Under our new CEO, our management team continues to focus our path toward
improved performance and stockholder returns
While we have taken reasonable steps to recruit and retain those
executives who we
believe will be key to the improved success of our Company, the average level of
total direct compensation for 2012 remained below market medians, further
reflecting the link between pay and performance |
3
WE HELP BUILD THE WORLD
ISS and Egan-Jones
Recommend a Vote FOR
Say-on-Pay
Advisory Firm
Recommendation on
Proposal 3
P4P Comments
ISS
Yes
P4P quantitative screen resulted
in a low
level of concern
Overall, ISS found no significant
issues
of
concern
regarding
our
executive compensation programs
and practices
Egan-Jones
Yes
No significant comments
Glass Lewis
No
Report notes improved P4P score
and states the Company has
adequately aligned executive pay
and corporate performance
Specific issues raised with regard
to the change in control provisions
for certain equity awards,* certain
one-time payments to a departing
executive and changes made to
the Companys LTIP
* See Slide 6 for a summary of the changes being made to the Companys equity
awards in 2013 |
Harsco
Pay and Performance are Aligned We have taken significant steps to ensure that
compensation is commensurate with
performance,
which
ALL
THREE
proxy
advisors
acknowledge
Realizable compensation in 2012 was below target levels, consistent with our
2012 corporate-level performance
4
WE HELP BUILD THE WORLD |
5
WE HELP BUILD THE WORLD
We Continue to Strengthen Our Executive
Leadership Team
As part of our renewed focus on optimizing financial and operational
performance, we have sought talented new executive officers to lead the
Companys transformation
We experienced several executive officer transitions during 2012:
Sal Fazzolari departed from his position as Chairman, President and CEO in
February 2012 after serving the Company for more than 30 years
Patrick
Decker
commenced
serving
as
our
new
President
and
CEO
in
September
2012
Steve Schnoor departed from his position as SVP, CFO and Treasurer in November
2012 after serving the Company for more than 24 years
Separation pay packages for Messrs. Fazzolari and Schnoor reflect market
practices:
We do not maintain employment agreements with our executives
Separation pay packages were developed with the assistance of the Management
Development and Compensation Committees independent compensation
consultant (Pearl
Meyer
&
Partners)
to
ensure
alignment
with
current
market
practices
Cash severance amounts were established at or below market levels while still
recognizing each executives significant tenure with the Company
No payout for performance-based LTIP awards that were not earned
|
6
WE HELP BUILD THE WORLD
New CIC Acceleration Approach Under
2013 Equity and Incentive Compensation Plan
Based on a strong recommendation from our new CEO, the Management
Development and Compensation Committee has determined that all executive
equity
awards
going
forward
will
contain
double-trigger
change
in
control
(CIC) accelerated vesting provisions, as permitted under the
Companys new 2013 Equity and Incentive Compensation Plan and
in-line with current market practice
This new approach to equity awards aligns with the
double-trigger provisions already contained in CIC severance
agreements in place with each of our executive officers
A double-trigger provision generally functions so that, if equity awards are
continued, assumed
or
replaced
after
a
CIC,
a
participant
must
experience
a
qualifying
termination
of
employment
within
a
certain
period
of
time
after
the
CIC
to
vest
in
those
awards
on
an
accelerated basis
The use of double-trigger CIC provisions helps ensure that if a CIC were to be
contemplated, our executive officers involved in deliberations or
negotiations would be positioned to consider as objectively as possible
whether the CIC transaction would be in our
and
our
stockholders
best
interests,
rather
than
being
motivated
solely
by
compensation interests |
2012 SAR
Grants Link Executive Pay With Performance (Namely, Stock Price
Appreciation) Prior to 2012, only 50% of LTIP awards were
performance-based, and those awards most often utilized the same
performance metric as the AIP (EVA achievement) For 2012, approximately
70% of the LTIP award opportunity was granted in the form of SARs, which are
designed to deliver value to our executives only to the extent value is being created
for
stockholders,
as
hypothetically
illustrated
in
the
following
table:
This
focus
on
sustained
stock
price
improvement
aligns
well
with
our
stockholders
interests
and complements the AIPs focus on EVA achievement
Base Price = $23.73
Stock Price
Realized Value
Grant Date
(3/16/12)
12/31/12
4/03/13
Hypothetical Stock Price Point
$23.73
$23.50
$23.41
$23.73
$25.00
$30.00
$35.00
$0.00
$0.00
$0.00
$0.00
$1.27
$6.27
$11.27
7
WE HELP BUILD THE WORLD |