Fleetwood Enterprises Inc/DE/ (Other)
20 September 2007 - 7:14AM
Edgar (US Regulatory)
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
(Date of earliest event reported):
September 11, 2007
FLEETWOOD
ENTERPRISES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
|
|
1-7699
|
|
95-1948322
|
(State or Other Jurisdiction
|
|
(Commission File
|
|
(IRS Employer
|
of Incorporation)
|
|
Number)
|
|
Identification Number)
|
3125
Myers Street, Riverside, California 92503-5527
(Address of Principal Executive Offices)
Registrants
telephone number, including area code:
(951) 351-3500
Not
Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box
below if the Form 8-K is intended to simultaneously satisfy the filing
obligation of the Registrant under any of the following provisions:
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))
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(e) Effective September 11, 2007, the shareholders of
Fleetwood Enterprises, Inc. (the Company) approved a 2007 Stock Incentive
Plan (the Plan), a copy of which is attached as Exhibit 10.1 and is
incorporated by reference. The Plan will
permit the Company to continue to use stock-based compensation to align
shareholder and employee interests and to motivate employees, officers and
non-employee directors. The Plan is
administered by the Compensation Committee of the Board of Directors (the Committee)
and permits the Committee to award incentive and nonqualified stock options,
stock appreciation rights, restricted stock and restricted stock units, any of
which may be performance-based, with vesting and other award provisions that
provide effective incentives to company employees, officers and non-employee
directors and alignment of shareholder, management and director interests. This description of the Plan is qualified in
its entirety by reference to the terms of the Plan itself.
Effective
September 13, 2007 the Committee authorized the issuance from the Plan of 5,219
shares of restricted stock per director to non-employee directors as payment of
their previously disclosed annual equity retainer. The restricted stock has a one-year vesting
period contingent on continued service as a director, and the restricted stock
was valued for accounting purposes at approximately $44,413 per director as of
the date of grant. The grants of
restricted stock will replace stock options which were previously granted to
directors in satisfaction of the equity retainer. The form of Restricted Stock Award Agreement is
attached as Exhibit 10.2 to this form 8-K and is incorporated herein by
reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
(a)The Companys Board of Directors approved technical
amendments to its Bylaws on September 11, 2007 as follows: (i) changes to Section 3.09 relating to
waiver of notice for special meetings of the board of directors and (ii)
changes to sections 6.01, 6.02, 6.03, and 6.04 to permit the direct registration
of shares. The form of each such
section, as amended, is attached as Exhibit 3.1 to this Form 8-K and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
.
(d) Exhibits.
The following
exhibits are furnished with this current report on Form 8-K:
Exhibit Number
|
|
Description of Exhibit
|
|
3.1
|
|
Amended Bylaws,
Section 3.09, 6.01, 6.02, 6.03 and 6.04.
|
|
|
|
|
|
10.1
|
|
Fleetwood
Enterprises, Inc. 2007 Stock Incentive Plan effective September 11, 2007.
|
|
|
|
|
|
10.2
|
|
Fleetwood Enterprises,
Inc. form of Restricted Stock Award Agreement dated September 13, 2007.
|
|
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 19, 2007
|
FLEETWOOD ENTERPRISES, INC.
|
|
|
|
|
|
|
|
By:
|
/s/ Leonard J. McGill
|
|
|
Leonard J. McGill
|
|
|
Senior Vice President,
|
|
|
General Counsel and Secretary
|
EXHIBIT INDEX
Exhibit Number
|
|
Description of Exhibit
|
|
3.1
|
|
Amended Bylaws,
Section 3.09, 6.01, 6.02, 6.03 and 6.04.
|
|
|
|
|
|
10.1
|
|
Fleetwood
Enterprises, Inc. 2007 Stock Incentive Plan effective September 11, 2007.
|
|
|
|
|
|
10.2
|
|
Fleetwood Enterprises,
Inc. form of Restricted Stock Award Agreement dated September 13, 2007.
|
|
Fleetwood Enterprise (NYSE:FLE)
Historical Stock Chart
From Aug 2024 to Sep 2024
Fleetwood Enterprise (NYSE:FLE)
Historical Stock Chart
From Sep 2023 to Sep 2024
Real-Time news about Fleetwood Enterprises (New York Stock Exchange): 0 recent articles
More Fleetwood Enterprises Inc/DE/ News Articles