UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 Event Reported): February 23, 2006
THE BRINK'S COMPANY
(Exact name of registrant as specified in its charter)
Virginia 1-9148 54-1317776
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1801 Bayberry Court
P. O. Box 18100
Richmond, VA 23226-8100
(Address and zip code of
principal executive offices)
Registrant's telephone number, including area code: (804) 289-9600
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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.):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting materials 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 1.01. Entry into a Material Definitive Agreement
The Compensation and Benefits Committee and the Board of Directors of The
Brink's Company (the "Company") took the following actions at their meetings on
February 23 and 24, 2006:
1. Award of cash bonuses to the executive officers under the Management
Performance Improvement Plan (the "MPIP"), the Company's long-term
incentive plan, for the three year period ended December 31, 2005 in the
following amounts: Michael T. Dan, Chairman of the Board, President and
Chief Executive Officer, $612,900; Robert T. Ritter, Vice President and
Chief Financial Officer, $136,200; Frank T. Lennon, Vice President and
Chief Administrative Officer, $102,150; Austin F. Reed, Vice President,
General Counsel and Secretary, $102,150; and James B. Hartough, Vice
President - Corporate Finance and Treasurer, $68,100.
2. Adoption of the performance measures for the executive officers under
the MPIP for the 2006-2008 performance measurement period. In order for the
executive officers to be deemed to have met their goals, the performance
measures require Brink's, Incorporated and Brink's Home Security to achieve
specific thresholds for revenue, operating profit, and the addition of
economic value and the Company to achieve an earnings per share target. The
earnings per share target, the performance of Brink's, Incorporated and the
performance of Brink's Home Security were each given equal weight. The
adoption of the measures for the 2006-2008 performance measurement period
also effectively amended the measures used in evaluating the performance
measurement periods ending in 2006 and 2007. Performance award targets for
the 2006-2008 measurement period were set as follows: Mr. Dan, $1,000,000;
Mr. Ritter, $250,000; Mr. Lennon, $200,000; Mr. Reed, $200,000; and Mr.
Hartough, $150,000. Actual awards can range from 0% to 200% of the target
depending on performance against the pre-established measures.
3. Award of cash bonuses under the Company's Key Employees Incentive
Program (the "KEIP") to the executive officers for the year ended December
31, 2005 in the following amounts: Mr. Dan, $1,123,250; Mr. Ritter,
$325,000; Mr. Lennon, $240,000; Mr. Reed, $250,000; and Mr. Hartough,
$125,000. Awards under the KEIP to the executive officers for 2005 were
based upon individual (50%), unit (25%) and Company (25%) performance
during the year.
4. Approval of the KEIP goals of the Chief Executive Officer for 2006. Mr.
Dan's individual performance in 2006 will be measured against specific
goals pertaining to financial plans, strategy, cost containment and
productivity objectives, and corporate governance, process and compliance
results. Following the approval of Mr. Dan's KEIP goals for 2006, Mr. Dan
approved the KEIP goal categories of the other executive officers, which
include financial plans, strategy, cost containment and productivity
objectives, and corporate governance, process and compliance results.
5. Award of cash bonuses related to the consummation of the sale of BAX
Global Inc. for aggregate cash consideration of $1.11 billion (subject to
final post-closing adjustments) in the following amounts: Mr. Dan,
$2,000,000 and Mr. Reed, $200,000.
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SIGNATURE
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.
THE BRINK'S COMPANY
(Registrant)
Date: March 1, 2006 By: /s/ Austin F. Reed
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Austin F. Reed
Vice President, General Counsel
and Secretary
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