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): |
September 25, 2007 |
Hudson Highland Group, Inc.
|
| (Exact name of registrant as specified in its charter) |
Delaware
|
0-50129
|
59-3547281
|
| (State or other |
(Commission File |
(IRS Employer |
| jurisdiction of |
Number) |
Identification No.) |
| incorporation) |
560 Lexington Avenue, New York, New York 10022
|
| (Address of principal executive offices, including zip code) |
(212) 351-7300
|
| (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:
| [ ] |
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. |
(e) On
September 25, 2007, the Compensation Committee (the “Committee”) of
the Board of Directors of Hudson Highland Group, Inc. (the “Company”)
approved certain amendments to the formula pursuant to which bonuses may be
earned by the Company’s executive officers (other than Jon F. Chait and
Mary Jane Raymond) under the Company’s 2007 incentive compensation
program. The potential amounts payable to the Company’s executive officers
were set forth on Exhibit 10.1 to the Company’s Current Report on Form
8-K, dated February 6, 2007, and are not affected by the amendments described
herein. A summary of the amendments to the bonus formula is filed herewith as
Exhibit 10.1 and is incorporated herein by reference. In addition, the
Committee determined that it will consider potential items to include or
exclude from the calculation of earnings before income tax for purposes of the
Company’s 2007 Incentive Compensation Program after the end of the Company’s
fiscal year.
| Item 9.01. |
Financial
Statements and Exhibits. |
| |
(d) |
Exhibits.
The following exhibit is being filed herewith: |
| |
(10.1) |
Summary
of amendments to the Hudson Highland Group, Inc. 2007 Incentive Compensation
Program |
-2-
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.
|
HUDSON HIGHLAND GROUP, INC. |
Date: September 27, 2007 |
By: /s/ Mary Jane Raymond |
|
Mary Jane Raymond |
|
Executive Vice President and |
|
Chief Financial Officer |
-3-
HUDSON HIGHLAND GROUP,
INC.
Exhibit Index to
Current Report on Form 8-K
Exhibit
Number
| (10.1) |
Summary
of amendments to the Hudson Highland Group, Inc. 2007 Incentive Compensation
Program. |
-4-
EXHIBIT 10.1
Summary of
amendments to the Hudson Highland Group, Inc. 2007 Incentive Compensation Program
The following is a summary of the
amendments to the Hudson Highland Group, Inc. (the “Company”) 2007 Incentive
Compensation Program.
Previous formula for calculating
performance bonuses:
| • |
Achievement
of a single corporate earnings before income tax (“EBIT”) target measured in
both dollars and as a percentage of revenue is required to earn a 100% payout and
achievement of a single corporate EBIT threshold measured in both dollars and as a
percentage of revenue is required to earn a 50% payout. |
New formula for calculating
performance bonuses:
| • |
With
respect to performance bonuses for Jon F. Chait, the Company’s Chief Executive
Officer, and Mary Jane Raymond, the Company’s Chief Financial Officer, there has
been no modification to the previous formula. |
| • |
With
respect to performance bonuses for executive officers and corporate staff of the Company other than Mr. Chait
and Ms. Raymond, the bonus will be earned by tranche based on dollars of EBIT and EBIT as
a percentage of revenue results by region, with a tranche also for corporate performance,
as follows: |
| |
° |
21%
on North America’s EBIT target and threshold |
| |
° |
21%
on Europe’s EBIT target and threshold |
| |
° |
21%
on Australia/New Zealand’s EBIT target and threshold |
| |
° |
7%
on Asia’s EBIT target and threshold |
| |
° |
30%
on Corporate EBIT target and threshold |
A slightly modified formula will
apply to the other corporate staff members.
