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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): July 1, 2010
COMPLETE PRODUCTION SERVICES, INC.
(Exact name of registrant as specified in its charter)
         
Delaware   1-32858   72-1503959
(State or other jurisdiction of   (Commission File Number)   (IRS Employer Identification No.)
incorporation)        
     
11700 Katy Freeway, Suite 300    
Houston, Texas   77079
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (281) 372-2300
N/A
(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On July 1, 2010, the Compensation Committee of Complete Production Services, Inc. (the “Company”) approved increased base salaries for its named executive officers, as follows:
                     
Name of Officer   Position   Former Base Salary   New Base Salary
Joseph C. Winkler
  Chairman and Chief
Executive Officer
  $ 640,000     $ 775,000  
Brian K. Moore
  President and Chief
Operating Officer
  $ 424,000     $ 500,000  
Jose A. Bayardo
  Senior Vice President and
Chief Financial Officer
  $ 232,000     $ 362,300  
James F. Maroney
  Vice President and General
Counsel
  $ 260,000     $ 328,000  
Kenneth L. Nibling
  Vice President, Human
Resources and
Administration
  $ 244,000     $ 290,900  
     Also on July 1, 2010, the Compensation Committee approved a modification to the Company’s annual cash performance-based bonus program for the 2010 fiscal year (the “2010 MIP”), as the 2010 MIP relates to the cash bonus opportunities of certain of the Company’s named executive officers. The Compensation Committee did not make any modifications to the 2010 MIP as it relates to the cash performance-based bonus opportunities of Messrs. Winkler and Moore.
     Under the 2010 MIP:
    The program continues to provide for four levels of targeted financial performance based on the Company’s achievement of pre-established EBITDA targets (Entry, Expected Value, Over Achievement and Stretch), with individual target bonus opportunity expressed as a percentage of each participant’s base salary.
 
    The 2010 fiscal year continues to be divided into three performance periods, with separate targeted EBITDA for each performance period. The table below sets forth the performance periods and percentage of bonus opportunity that may be earned for the relevant period.
         
    % of Bonus Opportunity at Expected Value of Performance
Performance Period   that can be Earned
 
January 1, 2010 – June 30, 2010
    40 %
July 1, 2010 – December 31, 2010
    40 %
January 1, 2010 – December 31, 2010
    20 %

 


 

    If, at the end of the 2010 fiscal year, the Compensation Committee determines that the Company generated positive net income in 2010, the following bonus opportunities would apply if the Company achieves a level of pre-established targeted EBITDA:
                 
    At Expected Value of Performance
        New Bonus Opportunity
        January 1 -   July 1 -   January 1 -
    Previous Bonus   June 30, 2010   December 31, 2010   December 31, 2010
Name   Opportunity   40% can be earned   40% can be earned   20% can be earned
Joseph C. Winkler
  100%   No change   No change   No change
Brian K. Moore
  75%   No change   No change   No change
Jose A. Bayardo
  60%   No change   75%   67.5%
James F. Maroney
  50%   No change   60%   55%
Kenneth L. Nibling
  50%   No change   60%   55%
    If, at the end of the 2010 fiscal year, the Compensation Committee determines that the Company did not generate positive net income in 2010 but achieved a level of pre-established targeted EBITDA, the named executive officers will receive reduced bonus opportunities as follows, which represent a reduction to two-thirds of each officer’s “New Bonus Opportunity”:
             
    2010 Reduced Bonus Opportunity
    at Expected Value of Performance
    January 1 -   July 1 -   January 1 -
    June 30, 2010   December 31, 2010   December 31, 2010
Name   40% can be earned   40% can be earned   20% can be earned
Joseph C. Winkler
  67%   67%   67%
Brian K. Moore
  50%   50%   50%
Jose A. Bayardo
  40%   50%   45%
James F. Maroney
  33%   40%   36.5%
Kenneth L. Nibling
  33%   40%   36.5%

 


 

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 hereunto duly authorized.
Date: July 8, 2010
         
  Complete Production Services, Inc.
 
 
  By:   /s/ Jose A. Bayardo    
    Jose A. Bayardo   
    Vice President and Chief Financial Officer