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: March 27, 2006
STEELCASE INC.
| |
|
|
|
|
Michigan
(State of incorporation)
|
|
1-13873
(Commission File Number)
|
|
38-0819050
(IRS employer identification number) |
| |
|
|
|
|
901 44th Street SE
Grand Rapids, Michigan
(Address of principal executive offices)
|
|
|
|
49508
(Zip code) |
(616) 247-2710
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 (see General
Instruction A.2.):
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 1.01. Entry into a Material Definitive Agreement.
On March 27, 2006, the Nominating & Corporate Governance Committee and the Compensation Committee
of the Board of Directors of Steelcase Inc. (the “Company”) approved the removal of the Steelcase
Benefit Plan for Outside Directors from the Steelcase Inc. Employee Benefit Plan and the
establishment of a separate benefit plan for outside directors called the Steelcase Benefit Plan
for Outside Directors (the “New Plan”). A summary of the terms and conditions of the New Plan that
are material to the Company is filed as Exhibit 10.1 to this report and is incorporated herein by
reference.
On March 27, 2006, the Company’s Board of Directors approved certain changes to the compensation of
the members of the Company’s Board of Directors. A summary of the compensation for members of the
Board of Directors and its committees, as adopted on March 27, 2006, is filed as Exhibit 10.2 to
this report and is incorporated herein by reference.
On March 28, 2006, the Company’s Board of Directors approved a 5% merit increase in the annual base
salary of James P. Hackett, the Company’s President and Chief Executive Officer, from $800,000 to
$840,000. The increase will be effective as of May 8, 2006, which is the effective date for merit
increases for all other Corporate and Steelcase North America salaried employees.
ITEM 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
On March 27, 2006, the Board of Directors of the Company appointed Cathy D. Ross to the
Company’s Board of Directors. Ms. Ross was also appointed to serve on the Audit Committee of the
Board of Directors. A copy of the press release issued by the Company announcing Ms. Ross’
appointment to the Board is attached hereto as Exhibit 99.1.
ITEM 9.01. Financial Statements and Exhibits.
| |
(d) |
|
Exhibits. The following exhibits are filed with this Report. |
EXHIBIT INDEX
| |
|
|
| Exhibit |
|
|
| Number |
|
Description |
| |
10.1
|
|
Summary of Steelcase Benefit Plan for Outside Directors |
|
|
|
10.2
|
|
Summary of Compensation for the Board of Directors for Steelcase Inc. |
|
|
|
99.1
|
|
Press release issued by the Company on March 29, 2006, titled “Cathy
Ross, Senior Vice President and Chief Financial Officer, FedEx
Express, Named to Steelcase Inc. Board” |