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Leucadia National Corp – ‘8-K’ for 12/22/16

On:  Thursday, 12/29/16, at 4:22pm ET   ·   For:  12/22/16   ·   Accession #:  1193125-16-807322   ·   File #:  1-05721

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/29/16  Leucadia National Corp            8-K:5      12/22/16    1:20K                                    Donnelley … Solutions/FA

Current Report   —   Form 8-K
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 1: 8-K         Current Report                                      HTML     17K 


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  FORM 8-K  

 

 

 

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: December 22, 2016

 

 

LEUCADIA NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

New York   1-5721   13-2615557

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

520 Madison Avenue, New York, New York   10022
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 212-460-1900

(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 (see General Instruction A.2. below):

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02. Compensatory Arrangements of Certain Officers.

The Compensation Committee of the Leucadia Board of Directors approved an executive-compensation plan (the 2017 Plan) for Rich Handler, our CEO, and Brian Friedman, our President (together, our Executives), for compensation year 2017 that is identical to the plan that the Committee approved in 2016 and is based upon performance metrics achieved over a three-year period from 2017 through 2019. As did the 2016 plan, the 2017 Plan aligns our executive compensation with the interests of our long-term shareholders. With the exception of base salaries, the 2017 Plan is 100% performance based.

The Compensation Committee determined to eliminate cash incentive bonuses for 2017 as it did in 2016. 100% of each of our CEO and President’s 2017 compensation beyond their base salaries will be composed entirely of performance-based restricted stock units (RSUs) to be granted in January 2017 that will vest at the beginning of 2020. To further align executive compensation with shareholder interests, any vested RSUs will be subject to a post-vesting, three-year holding period such that no vested RSUs can be sold or transferred until January 2023.

The Compensation Committee selected the 2017 Plan’s performance criteria and vesting thresholds after taking into account, among other things, Leucadia’s performance, the long-term nature of the Company’s strategy, our shareholders’ feedback, Leucadia’s peers, the annual cash incentive and long-term equity grants that had historically been awarded to our Executives at Leucadia and Jefferies, the multiple roles fulfilled by our Executives, and that our Executives do not have and have never had employment or severance agreements.

When finally approved and granted in January 2017, the RSUs will have the following performance conditions and required holding period:

 

    Performance Metrics: The equity incentive under the Plan will be based equally on the compound growth rates of Leucadia’s total shareholder return (TSR), which will be measured from the close on the last trading day of December 2016 and Leucadia’s Return on Tangible Deployable Equity (ROTDE), the annual, two- and three-year results of which will be used to determine vesting. TSR is the annualized rate of return reflecting price appreciation plus reinvestment of dividends and distributions to shareholders and the compounding effect of dividends paid and distributions on reinvested dividends and distributions over each measurement period. ROTDE is net income adjusted for amortization of intangible assets divided by tangible book value at the beginning of the year adjusted for intangible assets and deferred tax assets. ROTDE, an adjusted return-on-equity measurement, was chosen to appropriately measure our Executives’ performance against the actual tangible equity that is or can be allocated and invested, and from which earnings can be generated.

 

   

Performance Targets and Thresholds: If Leucadia’s TSR and ROTDE annual growth rates are less than 4%, our Executives will not receive any 2017 incentive compensation. If Leucadia’s TSR and ROTDE both grow by between 4% and 8% on a compounded basis over the three-year measurement period, each of our Executives will be eligible to receive 2017 incentive compensation of between $12.5 million and $25 million in RSUs. If TSR and ROTDE growth rates are greater than 8%, our Executives are eligible to


 

receive up to an additional 50% in incentive compensation on a pro rata basis up to 12% growth rates. No additional incentive compensation will be awarded for TSR or ROTDE growth rates exceeding 12%.

 

    Weighting: When determining whether RSUs will vest, the calculation will be weighted equally between TSR and ROTDE. For example, if TSR growth was below minimum thresholds, but ROTDE growth was above minimum thresholds, our Executives would still be eligible to receive some number of vested RSUs based on ROTDE growth.

 

    Performance Vesting Mechanism: Although no RSUs will vest until the beginning of 2020, portions of the overall awards may be banked for each executive each year based upon that year’s TSR and ROTDE growth (for example, if growth rates in both TSR and ROTDE equaled 8% in 2017, our Executives would be eligible to bank one-third of their targeted incentive compensation, but those RSUs would not vest until the beginning of 2020). Any RSUs that have not been banked during each measuring period over 2017 and 2018 will remain available to vest if two- or three-year growth rates meet or exceed thresholds. The total potential vested RSUs will equal the greater of (a) the sum of all banked RSUs for each of 2017 and 2018 and (b) potential vested RSUs based upon the three-year growth rates.

 

    Holding Period Mandates No Sales or Transfers for Six Years until 2023: RSUs will not be eligible to vest until the beginning of 2020 and will be subject to forfeiture if the executive resigns or is terminated for cause. Our Executives cannot sell or otherwise transfer vested RSUs until January 2023.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      LEUCADIA NATIONAL CORPORATION
Date: December 29, 2016      

/s/ Roland T. Kelly

          Roland T. Kelly
          Assistant Secretary and
          Associate General Counsel

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:12/29/164,  SC 13D
For Period End:12/22/164
 List all Filings 


1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/29/21  Jefferies Financial Group Inc.    10-K       11/30/20  192:38M
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