UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 1, 2008
COMSYS IT PARTNERS, INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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000-27792
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56-1930691 |
| (State or other jurisdiction
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(Commission
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(I.R.S. Employer |
| of incorporation or organization)
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File No.)
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Identification Number) |
4400 Post Oak Parkway, Suite 1800
Houston, Texas 77027
(Address of Principal Executive Offices)
(713) 386-1400
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On October 1, 2008, COMSYS IT Partners Inc.’s (the “Company”) Compensation Committee (the
“Committee”) concluded that the annual EBITDA bonus target for its 2008 executive compensation
bonus plan (the “Original EBITDA Target”) was unattainable, and replaced the annual target with a
new EBITDA bonus target for the final six months of 2008 (the “New EBITDA Target”) that was lower
on an annualized basis than the Original EBITDA Target by approximately 22%.
Additionally, the Committee reduced by 50% in each case the threshold and target bonus amounts,
expressed as a percentage of base pay, for each of the Company’s named executive officers to the
following:
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| Name |
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Threshold |
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Target |
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Maximum |
Mr. Enterline |
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18.75 |
% |
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37.5 |
% |
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56.25 |
% |
Mr. Barker |
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15 |
% |
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30 |
% |
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45 |
% |
Ms. Bobbitt |
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12.5 |
% |
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25 |
% |
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37.5 |
% |
Mr. Bramlett |
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12.5 |
% |
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25 |
% |
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37.5 |
% |
Mr. Kerr |
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12.5 |
% |
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25 |
% |
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37.5 |
% |
Bonuses will not be paid to the named executive officers under the revised bonus plan if the
threshold level of EBITDA in the second half is not achieved. The original bonus amounts,
expressed as a percentage of base pay, for each of the named executive officers were as follows:
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| Name |
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Threshold |
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Target |
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Maximum |
Mr. Enterline |
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37.5 |
% |
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75 |
% |
|
|
150 |
% |
Mr. Barker |
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30 |
% |
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60 |
% |
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120 |
% |
Ms. Bobbitt |
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25 |
% |
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50 |
% |
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100 |
% |
Mr. Bramlett |
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25 |
% |
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50 |
% |
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100 |
% |
Mr. Kerr |
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25 |
% |
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50 |
% |
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100 |
% |
Additionally, the vesting for several prior period equity award grants was based on the achievement
of the Original EBITDA Target. As a result of the above adjustments, the awards subject to the
performance vesting were reduced by approximately 25%. If the New EBITDA Target is met, 50% of the
original awards will vest. If the New EBITDA Target is exceeded, up to 75% of the original awards
will vest.
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