GMCR (MM)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 8-K

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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 6, 2015

1-12340
(Commission File Number)

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KEURIG GREEN MOUNTAIN, INC.
(Exact name of registrant as specified in its charter)

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(802) 244-5621
(Registrant's telephone number)

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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.

On May 6, 2015, Keurig Green Mountain, Inc. (the “Company”) announced that Peter Leemputte will join the Company in June as an Executive Advisor and will become the Company’s Chief Financial Officer and Treasurer, effective August 17, 2015, upon the previously disclosed transition of Frances G. Rathke, the Company’s existing Chief Financial Officer and Treasurer.  Upon stepping down as Chief Financial Officer and Treasurer, Ms. Rathke will act as Senior Advisor to the Chief Executive Officer from August 17, 2015 until September 26, 2015, primarily to assist with this transition in management.

From 2012 until March 2015, Mr. Leemputte, 57, served as the Executive Vice President & Chief Financial Officer of Mead Johnson Nutrition Company (“Mead”) and, from 2008 to 2012, served as its Senior Vice President and Chief Financial Officer.  Prior to working at Mead, Mr. Leemputte served as the Senior Vice President and Chief Financial Officer of Brunswick Corporation from 2003 until 2008, having previously served as Brunswick Corporation’s Vice President and Controller from 2001 until 2003.  Since 2005 Mr. Leemputte has served on the board of directors of Bezer Homes, Inc.  Mr. Leemputte received his MBA from the University of Chicago and his B.S. in Chemical Engineering from Washington University in St. Louis.

Pursuant to the terms of Mr. Leemputte’s offer letter, Mr. Leemputte will work for the Company on a full-time basis and will receive an annual base salary of $670,000.  Mr. Leemputte will also have the opportunity to earn an annual cash bonus with a target in fiscal 2016 of 90% of his base salary, with the actual amount of the bonus earned to be based on the achievement of certain operational and financial performance goals to be established by the Compensation and Organizational Development Committee (the “Compensation Committee”) of the Company’s Board of Directors, and a long-term equity incentive grant in fiscal 2016 (anticipated grant date in December 2015) with a target grant date value equal to 250% of his base salary.  Mr. Leemputte will also receive a one-time sign-on bonus of $400,000 (in lieu of any relocation assistance and less applicable tax and authorized withholdings), which will be repayable by him if he voluntarily terminates within the twelve (12) month period following his first day of employment. Mr. Leemputte will also receive a one-time grant under the Company’s 2014 Omnibus Stock Incentive Plan of restricted stock units (“RSUs”) on his first day of employment having a grant date value equal to $560,000, with the number of shares subject to such award determined by dividing the award value by the closing price of a share of the Company’s common stock on the date of grant.  One hundred percent (100%) of such RSUs will vest on the third anniversary of the date of grant.    

Effective June 1, 2015, the Compensation Committee has also designated Mr. Leemputte as a Level III participant in the Company’s 2015 Severance Benefit Plan, and a Level II participant in the Company’s Amended and Restated 2008 Change in Control Severance Benefit Plan.  It is anticipated that on August 17, 2015, Mr. Leemputte will also enter into the Company’s standard form of indemnification agreement for officers and participate in other compensation and benefit programs generally available to the Company’s executive officers.

Except for the employment arrangements described in this Current Report on Form 8-K, there are no existing or currently proposed transactions to which the Company or any of its subsidiaries is a party and in which Mr. Leemputte has a direct or indirect material interest.  

There are no family relationships between Mr. Leemputte and any of the Company’s directors or executive officers.

A copy of the press release announcing Mr. Leemputte’s hiring is being filed as Exhibit 99.1 to this Form 8-K.  The foregoing description of Mr. Leemputte’s offer letter is qualified in its entirety by reference to the text of the offer letter which is filed as Exhibit 10.1 hereto and incorporated herein to this Item 5.02 by reference.

Note Regarding Forward-Looking Statements

Except for historical information, the matters discussed in this current report on Form 8-K are “forward-looking statements” within the meaning of the applicable securities laws and regulations. Forward-looking statements, including statements regarding the Company’s succession planning, involve risks and uncertainties which may cause actual results to differ materially from those stated here, including, but not limited to, the risks set forth in the Company’s Annual Report on Form 10-K for the year ended September 27, 2014. Forward-looking statements reflect management’s analysis as of the date of this current report on Form 8-K. The Company does not undertake to revise these statements to reflect subsequent developments, other than in its regular, quarterly filings.

Item 9.01 Financial Statements and Exhibits.

(d)       Exhibits.

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.

Index to Exhibits

Exhibit 10.1

April 30, 2015

Dear Peter:

Congratulations, we are pleased to extend you this offer to join the Keurig Green Mountain, Inc. (“Keurig”) Team!  You will be joining our company at an exciting time. We are recognized as an industry leader for our award-winning beverages, innovative brewing technology and sustainable business practices. We are proud of our great customers, products, services, and talented employees. And now we are excited that you are joining us to add your skills, experiences and creative ideas to our team.

Your first day of employment will be on June 1, 2015 as Executive Advisor, reporting to the Chief Executive Officer.  Following a transition period, you will become Chief Financial Officer effective August 17, 2015.   Your annual base salary, paid on a bi-weekly basis, will be $670,000.00, less applicable taxes and authorized withholdings, and is intended to compensate you for all hours worked.   You will next be eligible for a merit increase in December 2016.

You will be eligible to participate in Keurig’s Short-Term Incentive Program (STIP) effective with Fiscal Year 2016. Your target bonus for FY2016 will be 90% of your base salary. Our 2016 Fiscal Year begins on September 29, 2015. The program’s annual performance metrics will be based on achievement of specific financial and / or individual targets set by Keurig, as determined by Keurig in its sole discretion. The payment of the STIP bonus and any other incentive compensation is contingent on your continued employment as of the date payment is made, and Keurig may modify and/or eliminate the STIP or other incentive compensation program at any time in its sole discretion.

You will also be eligible for a one time sign-on bonus of $400,000.00 (less applicable tax and authorized withholdings) in lieu of any relocation assistance to be paid by July 1, 2015.  Should you voluntarily leave Keurig within twelve months of your date of hire, this payment must be repaid to Keurig in full within thirty (30) days of the date your employment terminates.

You will also be eligible to participate in our Long-Term Incentive Program ("LTIP") under the 2014 Omnibus Incentive Plan based on a targeted grant date value equal to 250% of your base salary, beginning with the Fiscal Year 2016 program (estimated December 2015 grant date) and subject to approval by the Compensation and Organizational Development Committee of the Board of Directors. Generally, our Stock Option and Restricted Stock Unit (RSUs) equity awards are scheduled to vest in three annual installments.  Our Performance Stock Unit (PSUs) equity awards typically have a three year performance period.  The specific vesting schedule of any award that you may receive will be included in the award agreement evidencing the award.

As part of our offer, and to help you transition to Keurig, it is our intent that, on your first day of employment, subject to the receipt of any necessary approvals, you will be granted an equity award of Restricted Stock Units covering stock with a value equal to $560,000.00, determined based on the closing price of Keurig stock on the award date.  These RSUs are scheduled for a three year cliff vest. The specific vesting schedule and other terms governing any award that you may receive will be set forth in the award agreement evidencing the award.

If you accept our offer, as a new full-time employee, you become eligible to participate in Keurig’s health and welfare benefit plans and 401(k) Plan on the first day of the month, following completion of one month of employment. With your anticipated start date, your eligibility for these programs will begin on July 1, 2015. Highlights of our full-time benefits include Medical, Dental, Vision, Disability and Life Insurances, Flexible Spending Accounts and 401(k) Plan, including the Keurig Green Mountain, Inc. Non-Qualified Plan.  You will also be entitled to participate in the Employee Stock Purchase Plan in accordance with its terms. Specific details on the benefits plans and eligibility criteria will be provided to you during Orientation. If your COBRA costs are not otherwise covered, we will reimburse you the cost of coverage for the month of June, 2015 subject to tax withholding.

You will participate in the 2015 Severance Benefit Plan (the “Severance Plan”) as a Level III Participant.  

You will be a Level II participant in the Amended and Restated 2008 Change in Control Severance Benefit Plan (the “CIC Plan”).   Both plans will be available on the SEC’s website as an exhibit to our Form 8-K filed no later than April 30, 2015.

As a participant in the Company’s CIC Plan, and provided you are eligible to receive payments under the CIC Plan, the terms of the CIC Plan will apply and you will not be eligible for any payments under the Severance Plan.

To the extent applicable, it is intended that this offer letter and any compensation or benefits contemplated by it comply with the provisions of Section 409A of the Internal Revenue Code. This offer letter will be administered and interpreted in a manner consistent with this intent.

For purposes of this offer letter and any compensation or benefits contemplated by it, to the extent required to comply with the provisions of Section 409A, references to termination of employment will be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein).

To the extent required in order to avoid accelerated taxation and/or penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this offer letter or any plan or program referenced herein (if any) during the six month period immediately following termination of employment shall instead be paid on the first business day after the date that is six months following your termination of employment (or upon death, if earlier).

For purposes of this offer letter and any plan or program referenced herein, each amount to be paid or benefits to be provided to you pursuant to this offer letter shall be construed as a separate identified payment for purposes of Section 409A.  

By your acceptance of this offer, you also agree to the following:

As long as I am employed by Keurig, I shall devote my full time and efforts to Keurig and shall not participate, directly or indirectly, in any capacity, in any business or activity that is in competition with Keurig. I shall not otherwise engage in any other business activity without obtaining the express written authorization of the Chief Legal Officer of Keurig.

For a period of one year after the cessation of my employment with Keurig for any reason or for no reason, I shall not directly or indirectly, whether on my own behalf, or as owner, manager, significant stockholder, consultant, director, officer, employee, or otherwise of any business entity, participate in the development or provision of goods or services which are similar to or competitive with goods or services provided (or proposed to be provided) by Keurig without obtaining the express written authorization of the Chief Legal Officer of Keurig.

For a period of one year after the cessation of my employment with Keurig for any reason or for no reason, I shall not solicit, induce, attempt to hire, or hire any employee of Keurig, or assist in such hiring by any other person or business entity, or encourage any such Company employee to terminate his or her employment with Keurig.                                                      

This offer is contingent upon satisfactory completion of a background investigation. You will also be required to take a pre-employment drug test, and your offer of employment is contingent upon successful passage of the test. Details regarding the drug test will be provided to you under separate cover and you will be required to provide a signed acknowledgement of receipt of Keurig’s Drug and Alcohol Free Workplace policy. In addition, as a condition of employment, the company is required under current federal regulations to certify the legal status of all employees. Your employment at Keurig is contingent upon presenting and maintaining authorization to work in the United States. Therefore, on your first day of employment, you must provide documentation of both your identity and authorization to work in the United States.

Keurig requires its employees to honor their valid legal obligations to their prior employers (just as we expect you will honor your ongoing legal obligations to Keurig should you leave our employ).  Therefore, as a condition of your employment by Keurig, you must not bring with you from your current or former employer(s) any confidential or proprietary business information or copies of such information; you must not reveal to Keurig or any of ur employees or use on Keurig’s behalf any such information; and you must comply with any other valid contractual obligations owed to previous employers.

Your employment with Keurig is on an "at-will" basis, meaning that, just as you are free to resign at any time, with or without any reason, and with or without prior notice, Keurig is free to end your employment at any time, with or without cause or any reason, and with or without prior notice. Although your employment will be at-will it is our hope that your acceptance of this offer will be just the beginning of a mutually beneficial relationship with Keurig.

This offer will be active until May 4, 2015. Please print, sign and return this offer to Charu Manocha, VP Human Resources and Talent Acquisition, via email at Charu.Manocha@keurig.com.

We are delighted to have you join the team.


Sincerely,


/s/ Linda Kazanova
Linda Longo-Kazanova
Chief Human Resources Officer



Offer Accepted by: Peter G. Leemputte                                                    /s/ Peter G. Leemputte                  
(Print Full Name)                                                                                      (Signature)

May 4, 2015                             
(Date)

4

Exhibit 99.1

Keurig Green Mountain Names Peter G. Leemputte Chief Financial Officer

Seasoned Industry Executive Brings More Than 30 Years of Financial Management Experience

WATERBURY, Vt.--(BUSINESS WIRE)--May 6, 2015--Keurig Green Mountain, Inc. (Keurig) (NASDAQ: GMCR), a leader in specialty coffee, coffee makers, teas and other beverages with its innovative brewing technology, announced today that Peter G. Leemputte will join the company in June 2015 and will assume the role of Chief Financial Officer and Treasurer effective August 17, 2015. He will succeed current Chief Financial Officer and Treasurer, Fran Rathke, who will continue to serve in the role until that date. As previously disclosed, to ensure a smooth transition, Ms. Rathke will then become Senior Advisor to the Chief Executive Officer and will remain with the Company through September 2015.

Mr. Leemputte brings over 30 years of experience in corporate finance leadership positions. Most recently he served as Chief Financial Officer of Mead Johnson Nutrition Company (NYSE:MJN) from 2008 to March 2015 overseeing a number of functions, including accounting and reporting, financial planning, audit, tax, treasury, investor relations and information technology. Prior to that, he was Chief Financial Officer of Brunswick Corporation (NYSE: BC) from 2003 through 2008. Mr. Leemputte has also held numerous leadership roles, including positions at Chicago Title & Trust, Armco, FMC Corporation (NYSE:FMC) and Amoco.

"Pete’s thirty-plus years of financial experience, including more than a dozen years as a public company CFO, will contribute immediately to our efforts,” said President and CEO Brian Kelley. “Pete brings significant skills to numerous corporate and leadership initiatives and I am confident that Keurig will benefit from his knowledge and perspective as we continue to grow our hot beverage platforms and move toward the launch of our innovative Keurig KOLD beverage system this fall."

“Keurig is a unique and innovative company and I am very excited to become part of the company’s exciting future,” said Leemputte. “I look forward to helping the company capitalize on the many opportunities that lie ahead in collaboration with my new colleagues.”

Kelley continued, “The Board of Directors and I would like to thank Fran Rathke for her 12 years of service to Keurig and her dedication to a smooth transition. I have been fortunate to work closely with her for several years, and have seen her tireless commitment, passion and integrity in action across our business.”

Peter G. Leemputte Biography

Peter G. Leemputte was Executive Vice President and Chief Financial Officer of Mead Johnson Nutrition Company (NYSE: MJN) from January 2012 through March 2015. Mr. Leemputte previously had been the company’s Senior Vice President and Chief Financial Officer from September 2008 through December 2011. From August 2003 to September 2008, he served as senior vice president and chief financial officer of Brunswick Corporation (NYSE: BC), a manufacturer of recreation and leisure-time products. Mr. Leemputte is a director of Beazer Homes USA, Inc. and serves on the National Council of Washington University in St. Louis School of Engineering and Applied Science. Mr. Leemputte holds an M.B.A. in Finance and Marketing from the University of Chicago and a B.S. in Chemical Engineering from Washington University.

About Keurig Green Mountain, Inc.

As a leader in specialty coffee, coffee makers, teas and other beverages, Keurig Green Mountain (NASDAQ: GMCR), is recognized for its award-winning beverages, innovative brewing technology, and socially responsible business practices. The Company has inspired consumer passion for its products by revolutionizing beverage preparation at home and in the workplace. Keurig supports local and global communities by investing in sustainably-grown coffee and by its active involvement in a variety of social and environmental projects. By helping consumers drink for themselves, we believe we can brew a better world. For more information visit: www.KeurigGreenMountain.com. To purchase Keurig® products visit: www.Keurig.com or www.Keurig.ca.

Keurig routinely posts information that may be of importance to investors in the Investor Relations section of its website, www.KeurigGreenMountain.com, including news releases and its complete financial statements, as filed with the SEC. The Company encourages investors to consult this section of its website regularly for important information and news. Additionally, by subscribing to the Company's automatic email news release delivery, individuals can receive news directly from Keurig as it is released.

Forward-Looking Statements

Certain information in this press release constitutes "forward-looking statements." Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as "believes," "expects," "anticipates," "estimates," "intends," "plans," "seeks" or words of similar meaning, or future or conditional verbs, such as "will," "should," "could," "may," "aims," "intends," or "projects." However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. These statements may relate to the Company’s succession planning. A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in Part I, "Item 1A. Risk Factors" and Part II "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our fiscal 2014 Annual Report filed on Form 10-K, elsewhere in that report and those described from time to time in our future reports filed with the Securities and Exchange Commission.

KGM-G

CONTACT:
Keurig Green Mountain
For Media:
Suzanne DuLong, 781-418-8075
pr@keurig.com
or
For Investors:
Kristi Bonner, 646-762-8095
kristi.bonner@keurig.com