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): February 6, 2007
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.) |
622 Third Avenue, New York, New York 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On February 6, 2007, the Compensation Committee (the “Committee”) of the Board of Directors of Hudson Highland Group, Inc. (the “Company”) approved the Company’s 2007 incentive compensation program for the Company’s executive officers and established the specific performance goals for participants under such program. A summary of the material terms of the Company’s 2007 incentive compensation program and the potential amounts payable to the Company’s executive officers thereunder is filed herewith as Exhibit 10.1 and is 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. 2007 Incentive Compensation Program |
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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: February 7, 2007 |
By: | /s/ MARY JANE RAYMOND
| ||
| Mary Jane Raymond | ||||
| Executive Vice President and Chief Financial Officer | ||||
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HUDSON HIGHLAND GROUP, INC.
Exhibit Index to Current Report on Form 8-K
Exhibit
Number
(10.1) Summary of Hudson Highland Group, Inc. 2007 Incentive Compensation Program.
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EXHIBIT 10.1
Summary of Hudson Highland Group, Inc. 2007 Incentive Compensation Program
The following is a summary of the material terms of the Hudson Highland Group, Inc. (the “Company”) 2007 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. |
| • | 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 bonuses payable to the other executive officers of the Company 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 bonuses payable to these executive officers of the Company will be capped at 200% of such executive officer’s respective base salary. |
| • | No bonus will be paid if threshold levels of the EBIT performance targets are not achieved. 50% of the targeted bonus will be paid if threshold levels of the EBIT performance targets are achieved. 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 executive officers under the 2007 Incentive Compensation Program are as follows:
| Threshold Payout | Target Payout | Maximum Payout | |||||||
| Jon F. Chait |
$ | 375,000 | $ | 750,000 | N/A | ||||
| Mary Jane Raymond |
$ | 116,667 | $ | 233,333 | $ | 700,000 | |||
| Margaretta R. Noonan |
$ | 96,250 | $ | 192,500 | $ | 550,000 | |||
| Donald E. Bielinski |
$ | 91,667 | $ | 183,333 | N/A | ||||
| Richard S. Gray |
$ | 75,000 | $ | 150,000 | $ | 450,000 | |||
| Latham Williams |
$ | 99,375 | $ | 198,750 | $ | 530,000 | |||
| Neil J. Funk |
$ | 50,000 | $ | 100,000 | $ | 400,000 | |||
| Elaine A. Kloss |
$ | 50,000 | $ | 100,000 | $ | 400,000 | |||
| Ralph L. O’Hara |
$ | 45,000 | $ | 90,000 | $ | 450,000 | |||