UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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 reported event): April 1, 2009
NORANDA ALUMINUM HOLDING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 333-148977 20-8908550
(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification Number)
of Incorporation)
801 Crescent Centre Drive, Suite 600, Franklin, Tennessee 37067
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (615) 771-5700
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:
|_| 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 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Compensation Committee of the Board of Directors (the "Compensation
Committee") of Noranda Aluminum Holding Corporation (the "Company") approved the
framework for a 2009 Annual Incentive Plan for Salaried Employees at its March
16, 2009 meeting, which plan was finalized effective as of April 1, 2009. The
plan establishes the metrics and bonus targets for the Company's executive
officers for 2009. For 2009 the bonus targets for Kip Smith and Mr. Lorentzen
are 100% and 65% of base salary, respectively, and the bonus targets for Keith
Gregston, Scott Croft, and Alan Brown are 50% of base salary. Actual annual
incentive payments in respect of our 2009 fiscal year, if any, will be
determined exclusively by the actual achievement of financial goals established
by the Compensation Committee. For Messrs. Smith, Lorentzen and Brown, 90% of
their 2009 incentive award, if any, will be based on the arithmetic average of
the results of Norandal and New Madrid and 10% will be based on the cash cost of
Alumina production at Gramercy. Messrs. Gregston's and Croft's financial metrics
will be split equally between the Company's overall financial achievement (with
this portion determined on a 90/10% weighting as described above with respect to
Messrs. Smith, Lorentzen and Brown) and that of the subsidiary which the
applicable executive leads, which are New Madrid and Norandal, respectively. On
the same date, the compensation committee awarded Mr. Lorenzten a two hundred
thousand dollar bonus based on his performance.
In recognition of Kyle Lorentzen's increased role and responsibilities
with the Company, in a meeting on March 16, 2009, the Compensation Committee of
the Company's Board of Directors (the "Compensation Committee") approved an
increase in Mr. Lorentzen's annual base salary to $425,000 from $310,000,
effective as of April 1, 2009.
Item 8.01 Other Events.
On April 6, 2009, Noranda Aluminum, Inc. ("NAI"), a wholly owned
subsidiary of the Company, amended its agreement with Merrill Lynch
International pursuant to which the Company has the right to settle, on a
present value basis, certain of NAI's 2010 to 2012 fixed price aluminum sale
swaps in order to fund certain purchases of the Company's indebtedness to
increase the cap thereunder to $400 million in cash paid to settle such hedges.
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.
NORANDA ALUMINUM
HOLDING CORPORATION
Date: April 7, 2009 By: /s/ Alan Brown
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Alan Brown
Secretary and General Counsel