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): May 10,
2010
LEUCADIA
NATIONAL CORPORATION
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(Exact
Name of Registrant as Specified in Its Charter)
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NEW
YORK
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(State
or Other Jurisdiction of Incorporation)
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1-5721
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13-2615557
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(Commission
File Number)
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(IRS
Employer Identification No.)
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315
PARK AVENUE SOUTH, NEW YORK, NEW YORK
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10010
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(Address
of Principal Executive Offices)
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(Zip
Code)
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212-460-1900
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(Registrant’s
Telephone Number, Including Area Code)
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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)
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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))
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e) and
(f)
On May
10, 2010, the Compensation Committee of the Board of Directors of Leucadia
National Corporation (the “Company”) awarded performance bonuses for 2009 of
$2,000,000 (the “2009 Bonus”) to each of Ian M. Cumming and Joseph S. Steinberg,
Chairman of the Board and President, respectively, of the
Company. The 2009 Bonuses were awarded under the Company’s
shareholder approved 2003 Senior Executive Annual Incentive Bonus Plan (the
“Bonus Plan”), which provides for an annual incentive bonus to each of Messrs.
Cumming and Steinberg in an amount equal to 1.35% of the audited pre-tax
earnings of the Company and its consolidated subsidiaries for each year through
2014, subject to reduction by the Compensation Committee, in its sole
discretion. Although the maximum amount of the bonus that could have
been paid to each of Mr. Cumming and Mr. Steinberg under the Bonus Plan was
$7,870,365, the Committee exercised its discretion and determined to pay only
$2,000,000 to each of Mr. Cumming and Mr. Steinberg at this time. The Committee
determined that it would, at an appropriate time in the future, re-consider
whether to pay any of the remaining portion of the maximum 2009 bonus that could
have been paid under the Bonus Plan. The Bonus Plan is designed so
that the cash bonuses awarded under it will qualify as “performance-based
compensation” under Section 162(m) of the Internal Revenue Code.
After
giving effect to the 2009 Bonus, the amounts reflected in the Summary
Compensation Table contained in the Company’s Proxy Statement dated April 7,
2010 under the columns “Bonus” and “Total” would have increased by the amount of
the 2009 Bonus for each of Messrs. Cumming and Steinberg. As a
result, total compensation as reflected in the Summary Compensation Table for
2009 would have been $3,011,850 for Mr. Cumming and $3,184,338 for Mr.
Steinberg.
Item
5.07 Submission
of Matters to a Vote of Security Holders.
The
following matters were submitted to a vote of shareholders at the Company’s 2010
Annual Meeting of Shareholders held on May 10, 2010.
Election of
directors:
Number of
Shares
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For
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Withheld
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Broker
Non-Votes
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Ian
M. Cumming
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174,718,882
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10,037,385
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29,555,969
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Paul
M. Dougan
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183,233,986
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1,522,281
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29,555,969
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Alan
J. Hirschfield
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184,293,958
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462,309
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29,555,969
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James
E. Jordan
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183,466,813
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1,289,454
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29,555,969
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Jeffrey
C. Keil
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184,120,115
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636,152
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29,555,969
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Jesse
Clyde Nichols, III
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183,454,581
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1,301,686
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29,555,969
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Michael
Sorkin
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184,373,620
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382,647
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29,555,969
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Joseph
S. Steinberg
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182,654,824
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2,101,443
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29,555,969
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2
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Ratification
of PricewaterhouseCoopers LLP, as independent auditors for
the
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year
ended December 31, 2010.
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For
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212,743,125
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Against
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1,414,128
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Abstentions
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154,983
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3
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.
Date: May
13, 2010
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LEUCADIA
NATIONAL CORPORATION
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By:
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/s/ Joseph
A. Orlando
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Name:
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Joseph
A. Orlando
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Title:
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Vice
President and Chief Financial
Officer
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4