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 21, 2005
THE GOLDFIELD CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-7525 88-0031580
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(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
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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 21, 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 ("Southeast Power"), 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 to be Earned in 2005. The Compensation Committee
recommended to the Board of Directors, and the Board of Directors approved,
bonus opportunities for Mr. Sottile, Mr. Jones and Mr. Wherry for 2005, in
accordance with the provisions of The Goldfield Corporation Performance-Based
Bonus Plan. Mr. Sottile will have the opportunity to earn a bonus award up to a
maximum of 50% of his base salary, and his bonus will be dependent upon the
increase in Goldfield's share price in 2005, the increase in Goldfield's net
income in 2005 and his overall executive performance in 2005, a non-quantitative
factor incorporating an evaluation by the Compensation Committee of Mr.
Sottile's leadership, strategic planning, relationship management and human
resources management. Mr. Jones will have the opportunity to earn a bonus award,
which will be calculated as a percentage of the pre-tax earnings of Southeast
Power, subject to adjustment for certain specified items, and will not be
dependent upon any other factors. Mr. Wherry will have the opportunity to earn a
bonus award up to a maximum of 30% of his base salary, and his bonus will be
dependent upon the increase in Goldfield's net income in 2005 and his overall
executive performance in 2005, a non-quantitative factor incorporating an
evaluation by the Compensation Committee of Mr. Wherry's contributions with
respect to financial management, Goldfield's reporting and internal controls and
other compliance initiatives.
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 23, 2005