Unassociated Document
 
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: December 23, 2010 (Date of earliest event reported:  December 22, 2010)
 
RBC BEARINGS INCORPORATED
 (Exact name of registrant as specified in its charter)
 
Delaware
333-124824
95-4372080
(State or other jurisdiction
 of incorporation)
(Commission
 File Number)
(IRS Employer
 Identification No.)
 
One Tribology Center
 Oxford, CT 06478
 (Address of principal executive offices) (Zip Code)
 
(203) 267-7001
 (Registrant’s telephone number, including area code)
 
N/A
 (Former name or former address, if changed since last report)
 
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))
 
 
 
Page 1

 

Section 5 – Corporate Governance and Management
 
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
 
As of the filing of the Corporation’s 2010 proxy statement (the “Proxy Statement”), the Non-Equity Incentive Plan Compensation amounts for each executive officer for the 2010 year had not been determined and, therefore, were omitted from the Summary Compensation Table included in the Proxy Statement.
 
Effective on December 22, 2010, the Non-Equity Incentive Plan Compensation amounts for each executive officer for the 2010 year were finally determined. Such amounts are reflected in the appropriate columns of the Summary Compensation Table which has been amended and restated to reflect such amounts and which is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

    (d)   Exhibits
            Exhibit 99.1    Amended and Restated Summary Compensation Table.
 

 
SIGNATURES
 
According to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: December 23, 2010
 
 
RBC BEARINGS INCORPORATED
     
 
By:
 /s/ Thomas J. Williams
   
Name:  Thomas J. Williams
   
Title: Corporate General Counsel & Secretary
 

 
Page 2

 


Unassociated Document
 
SUMMARY COMPENSATION
Amended and Restated as of December 22, 2010
             
Change in
   
             
Pension Value
   
             
and
   
             
Nonqualified
   
           
Non-Equity
Deferred
   
       
Stock
Option
Incentive Plan
Compensation
All Other
 
   
Salary
Bonus
Awards
Awards
Compensation
Earnings
Compensation
Total
Name and Principal Position
Year
($)
($)
($)
($)
($)
($)
($)
($)
(a)
(b)
(c)(1)
(d)(2)
(e)(3)
(f)(3)
(g)(4)
(h)
(i)
(j)
                   
Michael J. Hartnett
2010
643,580
-
568,250
846,000
-
-
31,483 (5)
2,089,313
 
2009
668,156
-
509,250
767,000
830,142
                   -
48,887 (5)
2,823,435
 
2008
635,506
-
797,750
1,274,000
1,312,684
-
103,489 (5)
4,123,429
                   
Daniel A. Bergeron
2010
248,200
-
68,190
169,200
50,000
-
6,000 (6)
541,590
 
2009
260,000
-
61,110
153,400
90,000
                   -
20,930 (6)
585,440
 
2008
245,500
-
95,730
254,800
135,000
-
18,324 (6)
749,354
                   
Thomas C. Crainer
2010
240,986
-
68,190
211,500
50,000
-
6,647 (7)
577,323
 
2009
255,000
-
61,110
191,750
114,750
                   -
19,423 (7)
642,033
 
2008
221,750
-
95,730
318,500
140,000
-
25,957 (7)
801,937
                   
Richard J. Edwards
2010
230,320
-
68,190
169,200
25,000
-
7,417 (8)
500,127
 
2009
245,000
-
61,110
153,400
50,000
                   -
16,432 (8)
525,942
 
2008
238,333
-
63,820
152,880
75,000
-
20,950 (8)
550,983
                   
Thomas J. Williams
2010
194,465
-
34,095
84,600
45,000
-
- (9)
358,160
 
2009
206,625
-
30,555
76,700
45,000
-
2,402 (9)
361,282
 
2008
197,917
-
-
127,400
90,000
-
12,231 (9)
427,548


 
(1)
Column (c) includes amounts deferred by the officer pursuant to a 401(k) Plan.

 
(2)
Bonuses for fiscal 2010, fiscal 2009 and fiscal 2008 were paid under the Company’s incentive compensation plan and are reflected in column (g).

 
(3)
The amounts in columns (e) and (f) represent the fair market value on the date of grant of restricted shares and non qualified stock options granted each year.
 
On December 16, 2009, the Securities and Exchange Commission (SEC) approved new proxy disclosure rules for Proxy Statements issued after February 28, 2010. The revised rules require that the summary compensation table include the aggregate grant date fair value of all stock and option awards granted in each year, rather than attributing the cost to a particular year as determined in accordance with FAS 123(R) (now ASC 718), which was the method of valuing the grants in previous Proxy Statements.
 
 
(4)
The amounts in column (g) consist of annual cash bonuses earned in fiscal 2010, fiscal 2009 and fiscal 2008 and paid in the following fiscal year under the Company’s incentive compensation plan.
 
 
 

 
 
 
(5)
Consists of a leased vehicle of $1,483 in fiscal 2010, $2,278 in fiscal 2009 and $3,580 in fiscal 2008, employer match contributed to Mr. Hartnett’s SERP account of $43,756 in fiscal 2008, healthcare expense reimbursed of $16,609 in fiscal 2009, Company-paid life insurance premiums of $29,100 in fiscal 2008, and reimbursement of personal expenses per Mr. Hartnett’s employment agreement of $30,000 in fiscal 2010 and fiscal 2009 and $27,053 in fiscal 2008.

 
(6)
Consists of a vehicle allowance of $6,000 in fiscal 2010, fiscal 2009 and fiscal 2008, employer match contributed to Mr. Bergeron’s SERP account of $12,024 in fiscal 2009, $12,324 in fiscal 2008, and employer match contributions to Mr. Bergeron’s 401(k) account of $2,906 in fiscal 2009.

 
(7)
Consists of employer match contributed to Mr. Crainer’s 401(k) account of $598 in fiscal 2009, $5,848 in fiscal 2008, employer match contributed to Mr. Crainer’s SERP account of $11,870 in fiscal 2009 and $13,122 in fiscal 2008 , Company-paid life insurance premiums of $783 in fiscal 2010, fiscal 2009 and fiscal 2008, a leased vehicle of $1,343 in fiscal 2010 and $1,204 in fiscal 2009 and fiscal 2008, healthcare expense reimbursements of $4,521 in fiscal 2010, $4,968 in fiscal 2009 and $5,000 in fiscal 2008.

 
(8)
Consists of employer match contributed to Mr. Edwards’ 401(k) account of $3,209 in fiscal 2009 and $4,372 in fiscal 2008, employer match contributed to Mr. Edwards’ SERP account of $6,188 in fiscal 2009 and $5,128 in fiscal 2008, Company-paid life insurance premiums of $1,805 in fiscal 2010, fiscal 2009 and fiscal 2008, and a leased vehicle of $5,612 in fiscal 2010, $5,230 in fiscal 2009 and $9,645 in fiscal 2008.

 
(9)
Consists of employer match contributed to Mr. Williams’ 401(k) account of $2,402 in fiscal 2009 and $2,810 in fiscal 2008, and employer match contributed to Mr. Williams’ SERP account of $9,421 in fiscal 2008.