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): March 8, 2005
THE GOLDFIELD CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-7525 88-0031580
(Commission File Number) (I.R.S. Employer
Identification No.)
100 Rialto Place, Suite 500, Melbourne, Florida 32901
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(Address of Principal Executive Offices) (Zip Code)
(321) 724-1700
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(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:
|_| 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))
Table of Contents
Item 1.01 - Entry into a Material Definitive Agreement
Signature
Item 1.01 - Entry into a Material Definitive Agreement
On March 8, 2005, the Board of Directors of The Goldfield Corporation
("Goldfield") approved the actions of the Compensation Committee of the Board of
Directors set forth below with regard to the compensation of John H. Sottile,
Chairman, President and Chief Executive Officer of Goldfield, Robert L. Jones,
President of Southeast Power Corporation, Goldfield's electrical construction
subsidiary, and Stephen R. Wherry, Vice President, Treasurer and Chief Financial
Officer of Goldfield, the executive officers who were named in the Summary
Compensation Table of Goldfield's 2004 Proxy Statement and who are expected to
be named in the Summary Compensation Table of Goldfield's 2005 Proxy Statement.
Annual Incentive Compensation Earned in 2004. The Compensation Committee
recommended to the Board of Directors, and the Board of Directors approved, an
annual cash bonus award in the amount of $60,581.11 for Mr. Jones and $38,250
for Mr. Wherry, in each case earned during 2004 and paid in 2005, pursuant to
The Goldfield Corporation Performance-Based Bonus Plan. These bonus awards were
earned based upon the Compensation Committee's assessment of the level of
performance of each of these officers with respect to the performance measures
established in and for 2004. No annual cash bonus award was recommended or
approved for Mr. Sottile for 2004.
2005 Base Salary Increases. The Compensation Committee recommended to the Board
of Directors, and the Board of Directors approved, an increase in the base
salary of Mr. Wherry, effective January 1, 2005. The revised base salary for Mr.
Wherry is $175,000. In addition, in accordance with the terms of his employment
contract, effective January 1, 2005, Mr. Sottile's base salary was increased by
an amount equal to the percentage increase over the preceding twelve months in
the Consumer Price Index for all urban consumers, which resulted in a revised
base salary of $418,424.55. No action was taken with respect to the base salary
of Mr. Jones.
Goldfield will provide additional compensation information regarding the
compensation paid to each of the named executive for the 2004 fiscal year in
Goldfield's proxy statement for the 2005 Annual Meeting of Shareholders, which
is expected to be filed with the Securities and Exchange Commission in April
2005.
SIGNATURE
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.
THE GOLDFIELD CORPORATION
By: /s/ Stephen R. Wherry
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Name: Stephen R. Wherry
Title: Vice President, Chief Financial
Officer (Principal Financial Officer),
Treasurer, Assistant Secretary and
Principal Accounting Officer
Dated: March 14, 2005