tti8k052209.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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): May 19,
2009
TETRA
Technologies, Inc.
(Exact name of
registrant as specified in its charter)
|
Delaware
|
1-13455
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74-2148293
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|
(State or
other jurisdiction
|
(Commission
File Number)
|
(IRS
Employer
|
|
of
incorporation)
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Identification
No.)
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24955
Interstate 45 North
The
Woodlands, Texas 77380
(Address of
Principal Executive Offices and Zip Code)
Registrant’s
telephone number, including area code: (281) 367-1983
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):
[ ]
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.
As
previously announced, the Board of Directors of TETRA Technologies, Inc. (the
“Company”) approved a succession plan pursuant to which Stuart M. Brightman was
appointed President and Chief Executive Officer immediately following the
Company’s Annual Meeting of Stockholders on May 5, 2009. On May 19, 2009, the
Management and Compensation Committee of the Board of Directors (the
“Compensation Committee”) approved the following changes in Mr. Brightman’s
compensation arrangements effective as of May 9, 2009. Mr. Brightman’s annual
base salary was increased from $410,000 to $500,000 and his maximum bonus target
under the Company’s discretionary performance-based cash bonus program was
increased from 75% to 100% of his annual base salary. The increased salary is
subject to the Company’s current wage and salary reduction program (the “Salary
Reduction Program”). Under the Salary Reduction Program, Mr. Brightman’s salary
will be reduced by 20%, which is the reduction percentage that was applicable to
the salary of the previous President and Chief Executive Officer. The following
table reflects Mr. Brightman’s base salary and reduced base salary in his
previous positions of Executive Vice President and Chief Operating Officer, and
in his new positions of President and Chief Executive Officer:
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Executive
Vice President and Chief Operating Officer
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$410,000
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$348,500
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15%
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President and
Chief
Executive Officer
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$500,000
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$400,000
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20%
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The Company
previously adopted a claw-back program (the “Claw-back Program”) with regard to
the Salary Reduction Program. Under the Claw-Back Program, employees of the
Company as of December 31, 2009 may receive from the Company between 30% and
100% of the amount their wages and salaries were reduced under the Salary
Reduction Program, depending on the level of the Company’s long-term debt as of
December 31, 2009 and, in certain circumstances, the amount of the Company’s per
share earnings in 2009. The total amount by which Mr. Brightman’s salary will be
reduced during 2009 will be eligible for reimbursement under the Claw-back
Program, whose interpretation and implementation are within the discretion of
the Board of Directors. In addition, reinstatement of all wages and salaries
under the Salary Reduction Program, including Mr. Brightman’s salary, is at the
discretion of the Board of Directors.
Except for the
foregoing, there were no other changes in Mr. Brightman’s compensation
arrangements with the Company and he continues to be eligible to participate in
programs and benefits available to the Company’s salaried employees. Mr.
Brightman has previously entered into an employment agreement in a form
substantially similar to the form of agreement executed by the Company’s
employees. The agreement evidences Mr. Brightman’s at-will nature of employment
and does not set forth or guarantee the term of employment, salary, or other
incentives, all of which are entirely at the discretion of the Board of
Directors.
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.
TETRA Technologies, Inc.
By: /s/Bass C. Wallace,
Jr.
Bass C. Wallace, Jr.
General Counsel and Corporate
Secretary
Date: May 22,
2009
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