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): February 13, 2006
USG Corporation
(Exact name of registrant as specified in its charter)
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| Delaware
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1-8864
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36-3329400 |
| (State or other jurisdiction of
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(Commission File Number)
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(IRS Employer Identification No.) |
| incorporation) |
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125 South Franklin Street, Chicago, Illinois 60606-4678
(Address of Principal executive offices, including Zip Code)
(312) 606-4000
(Registrant’s telephone number, including area code)
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:
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))
TABLE OF CONTENTS
Item 1.01 Entry Into a Material Definitive Agreement
On February 8, 2006, the USG Corporation Board of Directors ratified prior year bonus awards
(to be reported in the Corporation’s 2006 proxy statement) and approved current year salary levels
for the Named Executives (as well as for other executive officers) as follows:
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| Named Executive |
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2006 Salary Level |
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2005 Bonus Award |
William C. Foote,
Chairman and Chief
Executive Officer |
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1,095,000 |
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$ |
1,387,130 |
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Richard H. Fleming,
Executive Vice
President and Chief
Financial Officer |
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$ |
500,000 |
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$ |
450,759 |
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Edward M. Bosowski,
Executive Vice
President and Chief
Strategy Officer;
President, USG
International |
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$ |
452,000 |
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$ |
381,054 |
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James S. Metcalf,
President and Chief
Operating Officer |
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$ |
540,000 |
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$ |
422,877 |
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Stanley L. Ferguson,
Executive Vice
President and General
Counsel |
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$ |
400,000 |
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$ |
357,819 |
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On the same date, the USG Corporation Board of Directors approved additional awards for
Messrs. Foote, Fleming, and Ferguson in the amounts of $1,000,000, $500,000, and $500,000
respectively. The additional awards approved are in recognition of outstanding individual
performance and leadership.
On February 8, 2006, the USG Corporation Board of Directors also approved strategic focus
targets (which represent 50% of the target earned for each participant) under the 2006 USG
Corporation Annual Management Incentive Program, as amended, applicable to the Named Executives, as
follows: wallboard cost 10%, Auratone gross margin 10%, L&W Supply Corporation sales 10%, customer
satisfaction 10%, financial (overhead and working capital) 10%. A copy of the 2006 USG
Corporation Annual Management Incentive Program, as amended, is filed herewith as exhibit 10.1 and
is incorporated herein by reference.