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 12, 2005 |
| Hudson Highland Group, Inc. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 000-50129 | 59-3547281 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 622 Third Avenue, New York, NY 10017 |
| (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 1.01 - Entry into a Material Definitive Agreement.
On July 12, 2005, the Board of Directors (the “Board”) of Hudson Highland Group, Inc. (the “Company”), upon the recommendation of the Board’s Compensation Committee, approved an amendment to the compensation for the Company’s non-employee directors, which increased the additional annual retainer paid to the Chairperson of the Compensation Committee to $10,000 from $5,000.
Item 9.01 - Financial Statements and Exhibits
| (c) | Exhibits |
| 10.1 | Summary of Hudson Highland Group, Inc. Compensation for Non-employee Members of the Board of Directors |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HUDSON HIGHLAND GROUP, INC. | |
DATE: July 13, 2005 |
By: /s/ Latham Williams |
| Latham Williams | |
| Vice President, Legal Affairs and | |
| Administration, Corporate Secretary |
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EXHIBIT INDEX
| Exhibit Number |
Description |
| 10.1 | Summary of Hudson Highland Group, Inc. Compensation for Non-employee Members of the Board of Directors |
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Exhibit 10.1
Summary of Hudson
Highland Group, Inc. Compensation for Non-employee
Members of the Board of Directors
The Company’s policy of compensation for the non-employee members of the Board of Directors is as follows.
| • | Retainer and Fees. Each non-employee director is entitled to receive an annual retainer of $25,000, a fee of $2,500 for each Board and Board committee meeting attended in person and a fee of $1,000 for each telephonic Board meeting. The Chairpersons of the Audit Committee and the Compensation Committee receive an additional annual retainer of $10,000 and the Chairperson of the Nominating and Governance Committee receives an additional annual retainer of $5,000. Additionally, directors are reimbursed for out-of-pocket expenses associated with attending meetings of the Board and committees thereof. |
| • | Equity Compensation. Upon first being elected or appointed as a director of the Company, each non-employee director of the Company is granted an option to purchase 25,000 shares of Common Stock under the terms of the Hudson Highland Group Long Term Incentive Plan. The exercise price for options is the fair market value of a share of Common Stock on the date of grant. Options have a term of ten years and become exercisable as follows: 40% immediately on the date of grant, 60% after the first anniversary of the date of grant, 80% after the second anniversary, and 100% after the third anniversary. |