UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM  i 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):  i May 17, 2022

 

Eagle Materials Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

i Delaware		i 1-12984		i 75-2520779
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

i 5960 Berkshire Ln.,  i Suite 900  i Dallas,  i Texas		i 75225
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code:  i (214)  i 432-2000

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:

 

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

 

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

 

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

 

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

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
i Common Stock, $0.01 par value		i EXP		i New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company   i ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Information responsive to Item 5.02(e):

On May 17, 2022, the Compensation Committee approved the Eagle Materials Inc. Salaried Incentive Compensation Program for Fiscal Year 2023 (“Eagle Plan”), a copy of which is attached to this Report as Exhibit 10.1 and incorporated herein by reference. Under the terms of the Eagle Plan, a pool of 1.2% of the Company’s operating earnings for fiscal 2023 will be available to pay annual bonuses to participating officers, subject to reduction based on individual performance in fiscal 2023. The Compensation Committee also determined the applicable percentage of the bonus pool available for payment of the annual incentive bonus to the named executive officers participating in the Eagle Plan (Michael R. Haack, President and Chief Executive Officer, 28.0%; D. Craig Kesler, Executive Vice President – Finance and Administration and Chief Financial Officer, 17.5%; and Robert S. Stewart, Executive Vice President – Strategy, Corporate Development and Communications, 15.0%).

Steven L. Wentzel, President of American Gypsum Company LLC, participates in the American Gypsum Company Salaried Incentive Compensation Program for Fiscal Year 2023 (a copy which is attached to this Report as Exhibit 10.2 and incorporated herein by reference). The Compensation Committee approved the percentage of American Gypsum’s EBITDA available for payment of annual bonuses to participating American Gypsum employees (2.0%) and the percentage of such bonus pool available for payment to Mr. Wentzel at the end of fiscal 2023 (12.5%), subject to reduction based on individual performance.

The Compensation Committee also approved the Eagle Materials Inc. Special Situation Program for Fiscal Year 2023 (the “SSP”), a copy of which is attached to this Report as Exhibit 10.3 and incorporated herein by reference. Under the terms of the SSP, a pool of 0.2% of the Company’s EBITDA for fiscal 2023, plus any portions of bonus pools under the Eagle Plan, the divisional plans and subsidiary long-term compensation plans not paid out or earned, are available to pay annual bonuses to participating employees from the SSP.

Effective May 19, 2022, the Compensation Committee, as part of its annual compensation review, approved long-term incentive equity awards under the Eagle Materials Inc. Amended and Restated Incentive Plan (“Incentive Plan”) to a group of the Company’s officers, including its named executive officers. The awards are comprised of performance vesting stock options, performance vesting restricted stock, time vesting stock options and time vesting restricted stock. Each of the Company’s current named executive officers (other than Mr. Graass, who will be retiring as an officer effective on or about June 3, 2022) was granted stock options and/or restricted stock as a part of this award.

In order for the performance vesting stock options and restricted stock to be earned, the Company must achieve a performance vesting criterion based on the Company’s average return on equity measured at the end of fiscal 2023. One-fourth of any earned stock options and restricted stock will vest immediately and one-fourth on each of the next three fiscal year-ends (assuming continued service by the relevant officer). Any stock options or restricted stock that are not earned at the end of fiscal 2023 upon the determination of the achievement of the performance vesting criterion will be forfeited. The terms and conditions of the performance vesting stock options and restricted stock will be substantially the same as awards made in fiscal 2022.

The time vesting stock options and restricted stock will vest ratably over the four fiscal year-ends following the date of grant (assuming continued service by the relevant officer). The terms and conditions of the time vesting stock options and restricted stock will be substantially the same as previous time vesting equity awards.    

In accordance with the terms of the Company’s Incentive Plan, the exercise price of the stock options (whether time vesting or performance vesting) is the closing price of the Company’s Common

Stock on the date of grant, May 19, 2022 ($126.22). The following table shows the stock options and restricted stock granted to the Company’s named executive officers effective May 19, 2022:

 

Name		Number of Performance Vesting Stock Options				Shares of Performance Vesting Restricted Stock				Number of Time Vesting Stock Options				Shares of Time Vesting Restricted Stock
Michael R. Haack			13,907				16,044				11,589				13,370
D. Craig Kesler			3,091				3,566				2,576				2,972
Robert S. Stewart			—				4,279				—				3,566
Steven L. Wentzel			—				2,853				—				2,377

 

Item 9.01

Financial Statements and Exhibits

 

Exhibit Number		Description
10.1		Eagle Materials Inc. Salaried Incentive Compensation Program for Fiscal Year 2023
10.2		American Gypsum Company Salaried Incentive Compensation Program for Fiscal Year 2023
10.3		Eagle Materials Inc. Special Situation Program for Fiscal Year 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

 

Date: May 23, 2022