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) February 17, 2005
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HUBBELL INCORPORATED
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(Exact name of registrant as specified in its charter)
CONNECTICUT 1-2958 06-0397030
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
584 Derby Milford Road, Orange, Connecticut 06477-4024
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 799-4100
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N/A
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(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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Bonus Awards for Fiscal Year 2004
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On February 17, 2005, the Compensation Committee (the "Committee") of the Board
of Directors (the "Board") of Hubbell Incorporated (the "Company") authorized
the payment of the following bonus awards for the 2004 fiscal year to named
executive officers of the Company pursuant to the Hubbell Incorporated Senior
Executive Incentive Compensation Plan (the "Senior Executive Plan") and the
Hubbell Incrporated Incentive Compensation Plan (the "Compensation Plan"):
T. H. Powers $1,185,000
W. T. Tolley $ 311,000
S. H. Muse $ 288,193
W. R. Murphy $ 213,038
R. W. Davies $ 204,800
T. P. Smith $ 183,982
Mr. Powers received his award pursuant to the Senior Executive Plan, which was
previously filed as Exhibit C to the Company's Proxy Statement filed on March
27, 1996, and the other named executive officers listed above received their
awards pursuant to the Compensation Plan, which was previously filed as Exhibit
10.z to the Company's Annual Report on Form 10-K for the year ended December 31,
2001. Mr. Tolley, who was placed on paid administrative leave on November 5,
2004, received a pro-rated bonus for the period in which he served as Chief
Financial Officer.
Bonus Criteria for Fiscal Year 2005
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On February 17, 2005, the Committee approved the 2005 Annual Incentive
Guidelines under the Compensation Plan (the "2005 Guidelines"). The 2005
Guidelines set participation levels under the Company's Compensation Plan at
percentages of base salaries previously assigned to designated positions within
the Company (for named executive officers, those levels (as a percentage of base
salary) are 70% for the Chief Financial Officer and Group Vice President,
Lighting, 60% for other Group Vice Presidents and 50% for other officers). When
all financial and individual goals are met 100% of the target bonus amount will
be paid. If goals are exceeded, an individual's bonus award may exceed his
target bonus amount, up to a maximum of 150%. If goals are not met, such award
will be less than the target bonus amount, with a minimum award of 50% of the
targeted bonus amount, unless financial results fall short of a predetermined
threshold performance level, in which case no bonuses will be paid. Awards will
be paid to the Company's named executive officers who are corporate officers
based upon specified earnings per share targets, while awards to named executive
officers who are group vice presidents or business platform executives will be
based upon specified operating profit and cash flow targets for the applicable
business platform. With respect to other named executive officers the Company's
Chief Executive Officer will also assess such individuals' attainment of
non-financial goals and, as appropriate, may increase or decrease an earned
award by up to 25%. The foregoing summary of the 2005 Guidelines is qualified in
its entirety by the full text of the 2005 Guidelines, which is attached hereto
as Exhibit 10.1 and is incorporated herein by reference.
In addition, the Committee by resolution established performance criteria based
on net earnings of the Company for the bonus payable to Mr. Powers as Chief
Executive Officer under the Senior Executive Plan. Pursuant to such criteria,
the maximum amount of Mr. Power's bonus for 2005 would equal the lesser of (i)
15% of the amount of the incentive compensation fund established under the
Compensation Plan or (ii) $1,500,000. The Committee may decrease such amount in
its discretion, including by reference to what Mr. Powers would receive if he
were a participant under the Compensation Plan with a participation level of
100% of his base salary, as set forth in the 2005 Guidelines.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Document Description
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10.1 Hubbell Incorporated Incentive Compensation Plan 2005
Annual Incentive Guidelines
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.
HUBBELL INCORPORATED
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(Registrant)
Date February 24, 2005
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/s/ Richard W. Davies
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(Signature)*
Name: Richard W. Davies
*Print name and title of the signing Title: Vice President, General Counsel
officer under his signature. and Secretary
EXHIBIT INDEX
Exhibit No. Document Description
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10.1 Hubbell Incorporated Incentive Compensation Plan 2005 Annual
Incentive Guidelines