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): May 5, 2009
_______________________
BRUNSWICK CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
|
Delaware
|
001-01043
|
36-0848180
|
||
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
||
|
1 N. Field Court, Lake Forest,
Illinois
|
60045-4811
|
|||
|
(Address of Principal Executive
Offices)
|
(Zip
Code)
|
|||
| (847) 735-4700 | ||||
| (Registrant’s Telephone Number, Including Area Code) | ||||
(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):
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
8.01.
|
Other
Events.
|
|
|
On
May 5, 2009, the Compensation Committee of the Company’s Board of
Directors voted to approve an amendment to the Terms and Conditions of
Employment, dated October 29, 2008, between the Company and Peter B.
Hamilton (the “Agreement”). The purpose of the letter amendment
(the “Amendment”), dated May 5, 2009, is to eliminate certain provisions
in the Agreement that entitled Mr. Hamilton to indemnification, on a
grossed-up basis, for any tax imposed by Section 4999 of the Code on
“excess parachute payments” (as defined in Section 280G of the Code) in
connection with a change of control. Pursuant to the Amendment,
Mr. Hamilton is no longer entitled to a gross-up for any excise tax
imposed on “excess parachute payments”. Instead, Mr. Hamilton
will either be required to pay the excise tax or have his payments reduced
if it would be more favorable to him on an after-tax basis.
|
| The foregoing description of the Amendment is a summary of its terms, does not purport to be complete, and is qualified in its entirety by reference to the Amendment filed as Exhibit 99.1 to this report and incorporated by reference herein. |
|
|
|
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits: |
|
Exhibit No.
|
Description of
Exhibit
|
| 99.1 |
Amendment
dated May 5, 2009, to Terms and Conditions of Employment by and between
Brunswick Corporation and Peter B. Hamilton, dated October 29,
2008.
|
2
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 thereunto
duly authorized.
| BRUNSWICK CORPORATION | |||
|
Dated:
May 5, 2009
|
By:
|
/s/LLOYD C. CHATFIELD II | |
| Name: Lloyd C. Chatfield II | |||
| Title: Vice President, General Counsel and Secretary | |||
3
| EXHIBIT INDEX: | |
| Exhibit No. | Description of Exhibit |
|
99.1
|
Amendment dated May
5, 2009, to Terms and Conditions of Employment by and between
Brunswick Corporation and Peter B. Hamilton, dated October 29, 2008.
|
4