Attached files
file | filename |
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EX-10.2 - EXHIBIT 10.2 - WILMINGTON TRUST CORP | c02077exv10w2.htm |
EX-99.1 - EXHIBIT 99.1 - WILMINGTON TRUST CORP | c02077exv99w1.htm |
EX-10.1 - EXHIBIT 10.1 - WILMINGTON TRUST CORP | c02077exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 3, 2010
Wilmington Trust Corporation
(Exact name of registrant as specified in its charter)
Delaware | 1-14659 | 51-0328154 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
Wilmington Trust Corporation Rodney Square North 1100 North Market Street Wilmington, Delaware |
19890 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (302) 651-1000
(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)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Announcement of CEO Appointment and CEO Transition
On June 3, 2010, Wilmington Trust Corporation (the Company) announced the retirement of Ted
T. Cecala, the Companys Chief Executive Officer, effective as of such date. The Company expects
that Mr. Cecala will remain an employee, and continue to serve as a director and Chairman of the
Companys Board of Directors (the Board), until July 19, 2010 (the Transition Date) in order to
provide transition services to the Company. Mr. Cecala will continue to receive his base salary
and medical benefits through the Transition Date.
In connection with this transition, the Company announced that Donald E. Foley, currently a
director of the Company, has been elected by the Board to succeed Mr. Cecala as the Companys Chief
Executive Officer, effective as of June 3, 2010. Mr. Foley, who has served as a director of the
Company since 2006, previously served as Senior Vice President and Treasurer at ITT Corporation, a
diversified manufacturer of electrical, defense, fluid technologies, and other industrial products,
since 2003, and served as Director of Taxes until 2008. Additional information concerning Mr.
Foley, including his business experience, is incorporated by reference from the section captioned
Election of Directors in the Companys proxy statement filed with the Securities and Exchange
Commission on February 22, 2010.
A copy of the press release announcing these events is furnished as Exhibit 99.1.
Donald E. Foley Compensation Arrangements
On June 3, 2010, the Board approved a compensation package for Mr. Foley that provides Mr.
Foley with: (i) annual base salary of $1,200,000; (ii) a signing bonus of $1,750,000 with $450,000
to be paid in cash and the remaining $1,300,000 to be paid in the form of a one-time fully-vested
restricted stock grant under the Companys 2009 Long Term Incentive Plan (the Long Term Incentive
Plan), which grant will be subject to the terms, conditions and limitations of a restricted stock
award agreement and the U.S. Department of the Treasurys Capital Purchase Program (the CPP);
(iii) an annual grant of restricted stock under the Long Term Incentive Plan with a targeted value
of $600,000 per year, with vesting subject to the Companys satisfaction of certain obligations
under the CPP; (iv) eligibility under the Companys qualified pension plan and Supplemental
Executive Retirement Plan (the SERP), including 14 years of service credit under the SERP; (v)
eligibility under the Companys 401(k) Plan; (vi) receipt of certain relocation expenses; (vii)
health and welfare benefits consistent with Company policy; and (viii) vacation and local eating
club benefits consistent with Company policy. Mr. Foleys compensation is subject to adjustment by
the Board at any time.
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In addition, the Company and Mr. Foley have entered into a severance agreement that provides
Mr. Foley with change-in-control severance benefits and protections. This severance agreement
requires a double trigger, meaning that Mr. Foley will not be eligible to receive any payments
under the agreement unless there is both a change-in-control and, within two years of that
change-in-control, an actual or constructive termination of Mr. Foleys employment by the
Company. The effectiveness of the severance agreement is contingent upon the Companys
satisfaction of certain obligations under the CPP.
The foregoing descriptions of the Mr. Foleys compensation and severance arrangements are
qualified in their entirety by reference to the copies of each of the Offer Letter attached hereto
as Exhibit 10.1 and the Severance Agreement attached hereto as Exhibit 10.2, the contents of which
are incorporated herein by this reference.
Item 9.01. Financial Statements and Exhibits
Exhibit | ||||
10.1 | Offer Letter, by and between Wilmington Trust
Corporation and Donald E. Foley, dated as of June
3, 2010 |
|||
10.2 | Severance Agreement, by and between Wilmington
Trust Corporation and Donald E. Foley, dated as of
June 3, 2010 |
|||
99.1 | Press release, dated June 3, 2010 |
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Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Date: June 3, 2010
WILMINGTON TRUST CORPORATION |
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By: | /s/ Robert V.A. Harra Jr. | |||
Name: | Robert V.A. Harra Jr. | |||
Title: | President |
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EXHIBIT INDEX
Exhibit No. | Description | |||
10.1 | Offer Letter, by and between Wilmington Trust Corporation and Donald
E. Foley, dated as of June 3, 2010 |
|||
10.2 | Severance Agreement, by and between Wilmington Trust Corporation and
Donald E. Foley, dated as of June 3, 2010 |
|||
99.1 | Press release, dated June 3, 2010 |
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