Current Report Filing (8-k)
March 12 2015 - 5:07PM
Edgar (US Regulatory)
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):
March 10, 2015
US ECOLOGY, INC.
(Exact name of registrant as specified in
its charter)
DELAWARE |
0-11688 |
95-3889638 |
(State or other jurisdiction of
incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer
Identification Number) |
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251 E. Front St., Suite 400
Boise,
Idaho
(Address of principal executive offices) |
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83702
(Zip Code) |
(208) 331-8400
(Registrant’s telephone number, including
area code)
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))
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 10, 2015, US Ecology, Inc. (the “Company”)
adopted the 2015 Management Incentive Plan (Executive) (“2015 MIP”) for each of the Company’s named executive
officers: Jeffrey R. Feeler, Steven D. Welling, Simon G. Bell, Eric L. Gerratt and Mario Romero (each a “Participant”).
Under the 2015 MIP, each Participant shall
be eligible to receive an incentive payment for fiscal year 2015 (“Plan Year”) based upon the achievement of
four independent objectives: (1) financial; (2) individual performance; (3) health and safety; and (4) compliance
(each a “Plan Objective”). The payout available for achievement of 100% of each Plan Objective is a percentage
of a Participant’s annual base salary (“Target Incentive”). The Target Incentive is 80% of base salary
for Mr. Feeler and 50% of base salary for each of Messrs. Welling, Bell, Gerratt and Romero. The amount available for achievement
of a Plan Objective is weighted as a percentage of a Participant’s Target Incentive and may be earned even if the threshold
performance is not met for another Plan Objective.
The portion of a Participant’s Target
Incentive based on financial performance (“Finance Target Incentive”) is scalable beginning with every
percentage point over 79% of the Company’s Board approved consolidated operating income target (“Base MIP Target”)
and is weighted at 50% of a Participant’s Target Incentive. For every percentage point achievement over 79% of the Base MIP
Target, up to and including 89%, a Participant shall earn 2.33% of the Finance Target Incentive. For every percentage point achievement
over 89% of the Base MIP Target, up to and including 100%, a Participant shall earn 6.98% of the Finance Target Incentive. Upon
100% achievement of the Base MIP Target, 100% of the Finance Target Incentive shall be available to a Participant. In the event
the Company exceeds the Base MIP Target, the Participants shall be eligible for an additional incentive payment in an amount calculated
by multiplying their respective salaries by an additional 4.5% for every 1% increase over the Base MIP Target and multiplying the
resulting product by 50%. The additional incentive payment is capped at one times the Participant’s Target Incentive.
Up to 30% of a Participant’s Target Incentive
shall be awarded, at the sole discretion of the Compensation Committee of the Company’s Board of Directors (“Administrator”),
based on the Participant’s individual performance, including team work, achievement of established annual priorities, effective
use of Company resources and other evaluative factors as determined by the Administrator.
Metrics for the health and safety objective
are weighted cumulatively at 10% of a Participant’s Target Incentive and individually at approximately 3.33%. The Company-wide
metrics, as set and approved by the Board, include Total Recordable Incident Rate, Days Away Restricted Time and Lost Time Incident.
The metric for the compliance objective
is the avoidance of Notices of Violation or Enforcement with monetary penalties during the Plan Year and is weighted at 10% of
a Participant’s Target Incentive. The Target Incentive related to compliance shall be earned based on a determination by
the Administrator, taking into consideration, among other things, the dollar amount of a monetary penalty paid (or accrued under
generally accepted accounting principles) in the Plan Year, severity of the Notices of Violation or Enforcement, regulatory basis
for penalty and respective fact patterns.
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.
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US Ecology, Inc. |
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(Registrant) |
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Date: March 12, 2015 |
By: /S/ Eric L. Gerratt |
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Eric L. Gerratt |
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Executive Vice President, Chief Financial Officer & Treasurer |
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