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): February 13, 2007
Champion Enterprises, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Michigan
(State or Other Jurisdiction of Incorporation)
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1-9751
(Commission File Number)
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38-2743168
(IRS Employer Identification No.) |
2701 Cambridge Court, Suite 300, Auburn Hills, Michigan 48326
(Address of Principal Executive Offices) (Zip Code)
(248) 340-9090
(Registrant’s Telephone Number, Including Area Code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
certain Officers; Compensatory Arrangements of Certain Officers.
(a)
On February 13, 2007, the Board of Directors (the "Board") of Champion Enterprises, Inc. (the “Company”)
approved the recommendation of the Compensation and Human Resources Committee (the “Committee”) for
the 2007 base salaries set forth below, effective January 1, 2007, to the individuals who have been
included as the “named executive officers” in the Company’s proxy statement for the 2006 annual
meeting of shareholders. Included among the named executive officers set forth below are the
Company’s principal executive officer and principal financial officer.
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| Name |
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Title |
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2007 Base Salary |
William C. Griffiths
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Chairman, President and Chief
Executive Officer
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$ |
765,000 |
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Phyllis A. Knight
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Executive Vice President, Chief
Financial Officer and Treasurer
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$ |
379,000 |
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John J. Collins
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Senior Vice President, General
Counsel and Secretary
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$ |
325,000 |
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Bobby J. Williams
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Vice President, Operations
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$ |
284,000 |
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Jeffery L. Nugent
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Vice President, Human Resources
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$ |
216,000 |
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(b) On February 13, the Board also approved the recommendation of the Committee for the 2007 annual
incentive program for executive officers of the Company, effective January 1, 2007, under the
Company’s 2005 Equity Compensation and Incentive Plan (the “2005 Incentive Plan”). Under this
program, each executive officer is assigned a target bonus amount that is a certain percentage of
his or her annual base salary ranging from 50% up to 100% for the President of the Company. The
tentative bonus payable will be a percentage of the executive officer’s target bonus amount based
upon the extent to which the 2007 pre-tax cash earnings of the Company exceed a minimum pre-tax
cash earnings threshold. In no event, however, may the bonus actually paid exceed 200% of the
employee’s target bonus amount.
(c) On February 13, the Board also granted 2007 performance share awards under the 2005 Incentive
Plan to executive officers and other employees of the Company, as recommended by the Committee.
The Board also approved performance goals for the 2007 performance share awards. The 2007
performance share awards vest fully to the extent that the specified performance goals are met over
the three-year period 2007-2009 and the employee remains employed with the Company until
the 2009 results are publicly released in 2010. The performance goals for the 2007 performance
awards are based upon a cumulative pre-tax cash earnings target for the three-year period
2007-2009. Performance shares may be earned annually based upon the portion of the cumulative
pre-tax cash earnings target reached, but do not vest until 2009 results are publicly released in
2010.