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): April 23, 2008
Hudson Highland Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-50129 | 59-3547281 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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 April 23, 2008, the Compensation Committee (the “Committee”) of the Board of Directors of Hudson Highland Group, Inc. (the “Company”) approved an amendment to the Hudson Highland Group, Inc. 2008 Incentive Compensation Program. The amendment provides that, for purposes of determining the Company’s earnings before income tax (“EBIT”) to determine whether bonus performance targets have been met, EBIT will be calculated in accordance with generally accepted accounting principles, but, unless otherwise determined by the Committee, will exclude the effects of (i) gains or losses on the disposition of a business, (ii) changes in tax or accounting regulations or laws, (iii) changes in the value of individual balance sheet items in excess of $1 million that impact the income statement, and (iv) mergers or acquisitions, that in all of the foregoing the Company identifies in its audited financial statements, including footnotes, or the Management’s Discussion and Analysis section of the Company’s annual report. The impact of these exclusions on the bonuses for the Company’s named executive officers is not determinable at this time.
A summary of the Hudson Highland Group, Inc. 2008 Incentive Compensation Program, as amended, is filed as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | Exhibits. The following exhibit is being filed herewith: |
| (10.1) |
Summary of Hudson Highland Group, Inc. 2008 Incentive Compensation Program, as Amended |
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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: April 28, 2008 | By: | /s/ Mary Jane Raymond | ||||||
| Mary Jane Raymond Executive Vice President
and | ||||||||
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HUDSON HIGHLAND GROUP, INC.
Exhibit Index to Current Report on Form 8-K
| Exhibit |
||
| (10.1) | Summary of Hudson Highland Group, Inc. 2008 Incentive Compensation Program, as Amended. | |
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EXHIBIT 10.1
Summary of Hudson Highland Group, Inc. 2008 Incentive Compensation Program, as Amended
The following is a summary of the material terms of the Amended Hudson Highland Group, Inc. (the “Company”) 2008 Incentive Compensation Program applicable to the Company’s executive officers:
| • | The Compensation Committee of the Board of Directors of the Company annually sets bonus performance targets to reflect the growth in the Company’s earnings before income tax (“EBIT”) year over year. This growth is measured in both dollars of EBIT and EBIT as a percentage of revenue. EBIT is calculated net of bonuses payable under the program and net of adjustments the Compensation Committee rules as appropriate. |
| • | EBIT shall be computed in accordance with generally accepted accounting principles, but, unless otherwise determined by the Committee, will exclude the effects of (i) gains or losses on the disposition of a business, (ii) changes in tax or accounting regulations or laws, (iii) changes in the value of individual balance sheet items in excess of $1 million that impact the income statement, and (iv) mergers or acquisitions, that in all of the foregoing the Company identifies in its audited financial statements, including footnotes, or the Management’s Discussion and Analysis section of the Company’s annual report. |
| • | The target bonus payable to Jon F. Chait, the Company’s Chief Executive Officer, will be paid upon the achievement of EBIT performance targets for the Company. Bonus for achievement in excess of the targets will be paid equal to 5% of EBIT earned above the target. The bonus payable is not capped. |
| • | The target bonus payable to Donald E. Bielinski, the Company’s Senior Vice President, Chairman—Hudson Asia Pac, Chairman - Hudson Talent Management, will be paid upon the achievement of EBIT performance targets for the Company (60%) and his business units (40%). Bonus for achievement in excess of the targets will be paid equal to 0.5% of his business units’ EBIT. The bonus payable is not capped. |
| • | The target bonus payable to Mary Jane Raymond, the Company’s Chief Financial Officer, will be paid upon the achievement of EBIT performance targets for the Company. Bonus for achievement in excess of the targets will be paid ratably. |
| • | The target bonuses payable to the other executive officers of the Company, and the Corporate portion of Mr. Bielinski’s bonus, will be paid by tranche based thresholds and targets of both dollars of EBIT and EBIT as a percentage of revenue results by region, with a tranche for corporate performance as well. Performance over targets will be paid ratably based on EBIT $.The payments by tranche will be as follows: |
| • | 21% on North America’s EBIT target and threshold |
| • | 21% on Europe’s EBIT target and threshold |
| • | 21% of Australia/New Zealand’s target and threshold |
| • | 7% on Asia’s EBIT target and threshold |
| • | 30% on Corporate’s EBIT target and threshold |
The bonus payable will be capped at 200% of bonus at target.
| • | No bonus will be paid at or below threshold levels of the EBIT performance targets. If actual performance is between the threshold and the target, then the bonus will be scaled on a pro rata basis based on dollars of EBIT. |
The potential amounts payable to the Company’s named executive officers under the Amended 2008 Incentive Compensation Program are as follows:
| Threshold Payout | Target Payout | Maximum Payout | |||||||
| Jon F. Chait |
$ | 0 | $ | 750,000 | N/A | ||||
| Mary Jane Raymond |
$ | 0 | $ | 233,333 | N/A | ||||
| Margaretta R. Noonan |
$ | 0 | $ | 192,500 | $ | 385,000 | |||
| Donald E. Bielinski |
$ | 0 | $ | 183,333 | N/A | ||||
| Richard S. Gray |
$ | 0 | $ | 150,000 | $ | 300,000 | |||