UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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): February 17, 2006
Kellogg Company
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| |
|
|
1-4171
(Commission File Number)
|
|
38-0710690
(IRS Employer Identification Number) |
One Kellogg Square
Battle Creek, Michigan 49016-3599
(Address of Principal Executive Offices, Including Zip Code)
269-961-2000
(Registrant’s Telephone Number, Including Area Code)
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. below):
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
The
Compensation Committee and the Board of Directors of Kellogg Company
(the “Company”), made compensation determinations with
respect to the Company’s executive officers, adopted the
2006-2008 Executive Performance Plan and amended awards under the
2003-2005 Executive Performance Plan to allow earned Units to be paid
in cash in certain circumstances, all as set forth below.
Base Salaries; Target Bonuses. Effective April 2, 2006, the Compensation Committee (and the
independent members of the Board of Directors or the Board of Directors, as applicable) approved
the following base salaries for the executive officers who will be the “named executive officers”
for purposes of the Company’s proxy statement for the 2006 annual meeting of shareholders: Mr.
Jenness, $1,123,500; Mr. Mackay, $907,000; Mr. Harris, $605,000; Mr. Bryant, $570,000; and Mr.
Montie, $605,000. In addition, the Compensation Committee (and the independent members of the
Board of Directors or the Board of Directors, as applicable) approved new 2006 target bonus
percentages of 130% for Mr. Jenness (up from 120%), 105% for Mr. Mackay (up from 95%) and 85% for
Mr. Montie (up from 75%), which are in line with the peer group median.
2006-2008
Executive Performance Plan. The Compensation Committee of the
Board (and the independent members of the Board of Directors or the Board of Directors, as
applicable) adopted the 2006-2008 Executive Performance Plan (“2006-2008 EPP”) under which certain
senior executives and employees would be eligible to receive a portion of their long-term
incentives in the form of performance shares based on the achievement of multi-year internal net
sales growth targets. Awards are paid in shares, except for amounts withheld by the Company for
minimum statutory withholding requirements. A copy of the 2006-2008 EPP is attached as Exhibit
10.1 and is incorporated in its entirety into this Item.
2003-2005
Executive Performance Plan. The Compensation Committee of the
Board amended the awards granted under the 2003-2005 Executive
Performance Plan to allow participants to
elect to receive cash in payment of
Units earned, rather than solely shares of the Company’s common
stock, only to the extent they have fully met their Share Ownership
Guideline.
Item 9.01. Financial Statements and Exhibits.
Exhibit 10.1. 2006-2008 Executive Performance Plan.
-2-