Tyco International Ltd. (TYC) filed a Form 8K - Changes in
Company Executive Management - with the U.S Securities and Exchange
Commission on November 17, 2014.
Resignation of Directors
At the Effective Time, Andrea Goodrich, Mark O'Donoghue and
Donal Sullivan resigned as directors of Tyco Ireland.
Appointment of Directors
Pursuant to the terms of the Merger Agreement, effective at the
Effective Time, the members of the board of directors of Tyco
Switzerland prior to the Merger were appointed as Tyco Ireland's
board of directors. George R. Oliver, Edward D. Breen, Herman E.
Bulls, Michael E. Daniels, Frank M. Drendel, Brian Duperreault,
Rajiv L. Gupta, Brendan R. O'Neill, J rgen Tinggren, Sandra S.
Wijnberg and R. David Yost have been appointed as directors of Tyco
Ireland, whose terms each expire at the 2015 annual general meeting
of shareholders.
Effective with his appointment to the board of directors, Edward
D. Breen will serve as chairman of the board. The Audit Committee
of the Tyco Ireland board of directors is comprised of Mr. O'Neill,
as chair, Mr. Daniels and Mr. Tinggren; the Compensation &
Human Resources Committee of the Tyco Ireland board of directors is
comprised of Mr. Gupta, as chair, Ms. Wijnberg and Mr. Yost; and
the Nominating & Governance Committee of the Tyco Ireland board
of directors is comprised of Mr. Duperreault, as chair, Mr. Bulls
and Mr. Drendel.
Biographical information concerning each of Tyco Ireland's
directors can be found in Tyco Switzerland's definitive proxy
statement for its 2014 annual general meeting of shareholders filed
with the SEC on January 10, 2014 under the caption "Proposal Number
Three Election of Directors" and is incorporated by reference
herein.
Compensation of Tyco Ireland Non-Employee Directors
Following the Effective Time, the compensation of the Tyco
Ireland directors remains identical to the compensation of the Tyco
Switzerland directors prior to the Effective Time. Information
concerning the compensation of the Tyco Switzerland non-employee
directors can be found in Tyco Switzerland's definitive proxy
statement for its 2014 annual general meeting of shareholders filed
with the SEC on January 10, 2014 under the caption "Compensation of
Non-Employee Directors" and is incorporated by reference
herein.
Resignation of Officers
On November 13, 2014, Mr. Brian L. McDonald resigned from his
position as Executive Vice President and Chief Operating Officer,
Installation and Services of the Company to pursue other interests.
Mr. McDonald's resignation is effective as of November 21,
2014.
Appointment of Officers
Pursuant to the terms of the Merger Agreement, effective at the
Effective Time, the executive officers of Tyco Switzerland prior to
the Merger were appointed as the executive officers of Tyco Ireland
immediately following the Merger. The name and current position of
the each of the executive officers of Tyco Ireland are as
follows:
Name
Current Position
George R. Oliver Chief Executive Officer
Arun Nayar Executive Vice President and Chief Financial
Officer
Madeleine G. Barber Senior Vice President and Chief Tax
Officer
Lawrence B. Costello Executive Vice President and Chief Human
Resources Officer
Judith A. Reinsdorf Executive Vice President and General
Counsel
Biographical information concerning each of Tyco Ireland's
executive officers can be found in Tyco Switzerland's definitive
proxy statement for its 2014 annual general meeting of shareholders
filed with the SEC on January 10, 2014 under the caption "Executive
Officers" and is incorporated by reference herein. Additionally,
Sam Eldessouky, Senior Vice President, Controller and Chief
Accounting Officer, is Tyco Ireland's principal accounting officer
as of the Effective Time.
Compensation of Tyco Ireland Executive Officers
Following the Effective Time, the compensation of the Tyco
Ireland executive officers remains identical to the compensation of
the Tyco Switzerland executive officers prior to the Effective
Time. Information concerning the compensation of Tyco Switzerland's
named executive officers is included in the definitive proxy
statement for its 2014 annual general meeting of shareholders filed
with the SEC on January 10, 2014 under the caption "Compensation
Discussion & Analysis" and is incorporated by reference
herein.
Assumption of Equity Incentive Plans
At the Effective Time, Tyco Ireland assumed the obligations of
Tyco Switzerland under certain equity plans, including, amended as
appropriate to reflect the Merger: the Tyco International Public
Limited Company 2004 Share and Incentive Plan (the "2004 Plan") and
the Tyco International Public Limited Company 2012 Share and
Incentive Plan (the "2012 Plan"). The 2004 Plan and the 2012 Plan
are incentive compensation plans under which Tyco Switzerland has
made equity-based and other incentive awards to certain of its
executives, including its named executive officers. Tyco Ireland
may make future equity-based and other incentive awards under the
2012 Plan to certain of its executives, including its named
executive officers, but no new awards may be made under the 2004
Plan.
Tyco Ireland also assumed all outstanding awards under the 2004
Plan and the 2012 Plan. All such equity-based awards relating to
Tyco Switzerland common shares were converted on a one-for-one
basis to relate to Ordinary Shares of Tyco Ireland following the
Merger.
Copies of the 2004 Plan and the 2012 Plan as amended to reflect
their adoption and assumption by Tyco Ireland are filed as Exhibits
10.3 and 10.4, respectively, to this Current Report on Form 8-K and
incorporated by reference herein.
Amendment of Nonqualified Deferred Compensation Plan
In connection with the consummation of the Merger, Tyco Ireland
amended and restated the Tyco Supplemental Savings and Retirement
Plan, a nonqualified deferred compensation plan in which certain
employees, including named executive officers of Tyco Switzerland,
were eligible to participate, to reflect the effect of the Merger.
A copy of this plan as amended and restated is filed as Exhibit
10.5 to this Current Report on Form 8-K and incorporated by
reference herein.
Amendment of Change in Control and Severance Benefits
In connection with the consummation of the Merger, Tyco Ireland
amended and restated each of the Change in Control Severance Plan
for Certain U.S. Officers and Executives and the Tyco International
(US) Inc. Severance Plan for U.S. Officers and Executives Plan,
which provide severance benefits for Tyco Ireland's executive
officers following the Effective Time. Copies of these plans as
amended and restated are filed as Exhibits 10.6 and 10.7,
respectively, to this Current Report on Form 8-K and incorporated
by reference herein.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/833444/000119312514414675/d823374d8k.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/833444/000119312514414675/0001193125-14-414675-index.htm
Public companies must file a Form 8-K, or current report, with
the SEC generally within four days of any event that could
materially affect a company's financial position or the value of
its shares.
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