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): January 27, 2009
CORN PRODUCTS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware
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1-13397
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22-3514823 |
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| (State or Other Jurisdiction
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(Commission
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(IRS Employer |
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File Number)
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Identification No.) |
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| 5 Westbrook Corporate Center, Westchester, Illinois
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60154-5749 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(708) 551-2600
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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) Action with respect to Certain Compensatory Plans.
On January 27, 2009, the Compensation Committee (the “Committee”) of the Board of Directors of Corn
Products International, Inc. (the “Company”) took certain actions relating to compensatory plans in
which the Company’s “named executive officers” participate. For purposes of this Report on Form
8-K such “named executive officers” consist of the Company’s principal executive officer, principal
financial officer and the other executive officers for whom disclosure was required in the
Company’s most recent filing with the Securities and Exchange Commission that required disclosure
pursuant to Item 402(c) of Regulation S-K.
Setting of Performance Criteria for Cash Bonuses for 2009 under Annual Incentive Plan
The Committee established the performance criteria applicable for cash incentives that certain
employees are eligible to earn for 2009 under the Company’s Annual Incentive Plan (“2009 AIP
Bonuses”). Participants are eligible to earn bonuses for 2009 ranging from 0% to 200% of target
depending on whether and to what extent the goals established by the Committee are attained.
For the named executive officers, 2009 AIP Bonuses will be determined on the basis of earnings per
share (50%), cash flow from operations (25%) and working capital (25%) goals, in the case of Samuel
C. Scott III and Cheryl K. Beebe, and earnings per share (30%), divisional operating income (20%),
cash flow from operations (25%) and working capital (25%) goals, in the case of Jorge L. Fiamenghi,
and Jack C. Fortnum, as approved by the Committee.
Award of Performance Shares under Stock Incentive Plan
The Committee also approved the award of performance shares (“Performance Shares”) to certain
executive officers, including the named executive officers, under the Company’s Stock Incentive
Plan. The Performance Shares may be settled only in shares of the Company’s common stock (“Common
Stock”). The number of shares of Common Stock, if any, that recipients of Performance Share awards
will receive in relation to such awards will be based upon the extent to which the Company attains
the total shareholder return (as measured against a peer-group of 26 companies) and return on
capital employed goals established by the Committee for the three-year cycle beginning on January
1, 2009 and ending on December 31, 2011 and can vary from no shares to 200% of the number of shares
awarded. The target awards to the named executive officers were as follow:
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| Executive Officer |
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Shares |
Cheryl K. Beebe |
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15,300 |
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Jorge L. Fiamenghi |
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11,500 |
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Jack C. Fortnum |
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17,500 |
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As previously disclosed, Mr. Scott has informed the Board of Directors of the Company of his
intention to retire upon the identification of his successor and has agreed to continue to serve as
the Company’s Chairman and Chief Executive Officer until an efficient transition can be
accomplished. Therefore, no performance share award was made to Mr. Scott.
A form of the Performance Plan Award Agreement used to document Performance Share awards made to
named executive officers under the Company’s Stock Incentive Plan is attached hereto as Exhibit
10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
10.1 Form of Performance Plan Award Agreement for use in connection with awards under the
Stock Incentive Plan.
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