UNITED STATES 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
Date of report (Date of earliest event reported): November 2, 2006
UST INC.
(Exact Name of Registrant as Specified in Its Charter)
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| DELAWARE
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0-17506
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06-1193986 |
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| (State or Other Jurisdiction of
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(Commission
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(I.R.S. Employer |
| Incorporation)
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File Number)
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Identification No.) |
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100 West Putnam Avenue, Greenwich, Connecticut
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06830 |
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(Address of Principal Executive Offices)
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(Zip Code) |
(203) 661-1100
(Registrant’s Telephone Number, Including Area Code)
None
(Former Name, 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:
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Written communications pursuant to Rule 425 under the Securities Act |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers.
As previously announced, Vincent A. Gierer, Jr. will retire as Chief Executive Officer of UST Inc.
(the “Company”) on December 31, 2006. On November 2, 2006, the Company announced that the Board of
Directors has elected Murray S. Kessler, 47, as Chief Executive Officer, in addition to his current
position of President, effective January 1, 2007. The Company also announced that, after his
retirement, Mr. Gierer will continue to be a member of the Board of Directors of the Company and
will serve as Non-Executive Chairman thereof, effective January 1, 2007.
Mr. Gierer has served as Chairman of the Board and Chief Executive Officer of the Company since
December 1, 1993 and served as its President from September, 1990 to November, 2003. He has been
employed by the Company since 1978. Mr. Kessler joined the Company in January, 2000 and has served
as President and Chief Operating Officer of the Company since November 3, 2005, when he was also
named to the Company’s Board of Directors. Mr. Kessler served as President of U. S. Smokeless
Tobacco Company (“USSTC”), a subsidiary of the Company, from April 6, 2000 to November 2, 2005.
Prior to April 6, 2000, he served as Senior Vice President of USSTC.
The information required by Items 401(b), (d), (e) and Item 404(a) of Regulation S-K for Mr.
Kessler is incorporated herein by reference to the information set forth in Part III, Item
10—Directors and Executive Officers of the Registrant of the Company’s Form 10-K for the fiscal
year ended December 31, 2005 and the section entitled “Compensation of Executive Officers” in the
Proxy Statement dated March 24, 2006, both of which are on file with the U.S. Securities & Exchange
Commission.
Stock Option Agreement With Named Executive Officer
In recognition of Mr. Kessler’s election to the position of Chief Executive Officer, and in order
to foster his continued investment in the long-term success of the Company in alignment with
stockholders’ interests, on November 2, 2006, the Company granted Mr. Kessler non-qualified options
to purchase 200,000 shares of Company common stock with an exercise
price of $53.47, representing
the fair market value of Company common stock on the date of the grant pursuant to the UST Inc.
2005 Long-Term Incentive Plan (the “Plan”). Subject to earlier vesting due to Mr. Kessler’s death,
disability or retirement, or upon a change in control of the Company (as defined in the Plan),
these stock options generally become exercisable at the rate of twenty-five percent per year
commencing with the first anniversary of the date of grant, subject to continued employment.
Mr. Kessler has recently filed with the SEC a Form 4 with respect to such grant.
A copy of the Company’s form of Notice of Grant and Stock Option Agreement pursuant to which such
grant was made is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
On or about the time he assumes his new position, the Company anticipates entering into a new
employment agreement with Mr. Kessler reflecting his new position and any modifications to his
employment terms which may be appropriate. The Company intends to file a copy of the new agreement
promptly following its execution by the Company and Mr. Kessler.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal year.
In light of Mr. Gierer’s forthcoming retirement and Mr. Kessler’s election as Chief Executive
Officer of the Company, the Company’s Board of Directors has approved certain amendments to the
Company’s By-Laws effective January 1, 2007 (the “By-Laws”) to allow for separate positions of
Chairman of the Board
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and Chief Executive Officer and designate certain powers to the Chief Executive Officer and the
Chairman of the Board. The following is a summary description of certain provisions that were
amended.
Article III, Section 2 entitled “Chairman of the Board” (formerly Article IV, Section 5) was
amended to provide that the Chairman of the Board may, but need not, be the Chief Executive
Officer, if designated by the Board of Directors. Article IV, Section 5 of the By-Laws was amended
to provide that the Chief Executive Officer, rather than the Chairman of the Board, shall have,
subject to the supervision and direction of the Board of Directors, the primary responsibility for
developing and implementing the Company’s policies, business, and affairs, and such other powers
and duties as are commonly incident to the office of chief executive officer and as may be assigned
from time to time by the Chairman of the Board, the Vice Chairman or the Board of Directors.
Article IV, Section 6 of the By-Laws was amended to provide that the President of the Company, to
the extent that he is not serving as the Chief Executive Officer, shall report to the Chief
Executive Officer and that the President shall have such powers and duties as the Chairman of the
Board, the Vice Chairman, the Chief Executive Officer or the Board of Directors shall designate
from time to time.
Article IV, Section 7 of the By-Laws was amended to provide that the Chief Executive Officer, as
well as the Board of Directors, Chairman of the Board, Vice Chairman and President, have the power
to assign duties to Vice Presidents.
Article V, Section 1 of the By-Laws was amended to provide that share certificates may be signed in
the name of the Company by the Chief Executive Officer, as well as by the Chairman of the Board,
Vice Chairman or President.
The foregoing description of the amendments to the Company’s By-Laws does not purport to be
complete and is qualified in its entirety by the full text of the By-Laws of UST Inc., as amended
effective January 1, 2007, a copy of which is attached hereto as Exhibit 3.1 to this Current Report
on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
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Exhibit 3.1
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Amended and Restated By-Laws of UST Inc. effective January 1, 2007 |
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Exhibit 10.1
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Form of Notice of Grant and Stock Option Agreement |
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Exhibit 99.1
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Press Release dated November 2, 2006 |
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