imis_8k.htm
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): August 11, 2008
IRON
MOUNTAIN INCORPORATED
(Exact
name of registrant as specified in its charter)
DELAWARE
(State
or other jurisdiction of incorporation)
|
1-13045
|
23-2588479
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
745
Atlantic Avenue
Boston,
Massachusetts 02111
(Address
of principal executive offices, including zip code)
(617)
535-4766
(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.
Iron Mountain Incorporated (the
“Company”) entered into an Employment Agreement dated August 11, 2008 with
Robert Brennan, the Company’s Chief Executive Officer (the
“Agreement”).
Pursuant to the Agreement, Mr. Brennan
will serve as the Company’s Chief Executive Officer and will receive an annual
salary of $900,000.00 (the “Base Salary”). Mr. Brennan will be
eligible to earn an annual bonus in accordance with the terms and conditions of
the Iron Mountain Incorporated 2006 Senior Executive Incentive Plan (the
“SEIP”). In addition, Mr. Brennan will be eligible to earn a one-time
special bonus for 2008 in the target amount of twenty-five percent (25%) of his
Base Salary for 2008 and prorated based on his assuming the role of Chief
Executive Officer on June 5, 2008. The Compensation Committee of the
Board shall determine the amount of such bonus in its sole
discretion.
If Mr. Brennan’s employment is
terminated for any reason, he will be entitled to the following items that were
earned and accrued but unpaid as of the date of termination: (i) Base Salary;
(ii) cash payment for all accrued, unused vacation time; (iii) reimbursement for
business expenses and (iv) such other benefits to which Mr. Brennan may be
entitled by law or pursuant to a benefit plan of the Company.
If Mr. Brennan is terminated without
Cause or terminates his employment for Good Reason, in addition to the payments
described above, Mr. Brennan will receive (i) payments equaling one (1) year of
his most recent Base Salary; (ii) health, dental and vision coverage for himself
and his dependents until the earlier of 2 years or the date he becomes eligible
for alternate coverage and (iii) a bonus for the year in which the termination
occurs equal to the average bonus paid under the SEIP in the two (2) years
preceding his termination.
The SEIP was filed as Appendix C to the
Company’s Proxy Statement for the 2008 Annual Meeting of Stockholders, which was
filed with the Securities and Exchange Commission on April 21,
2008. The terms “Cause” and “Good Reason” are defined in the
Agreement. The foregoing summary of the Agreement is qualified in its
entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1
to this Current Report on Form 8-K and incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit Number
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Exhibit
Description
|
|
|
|
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10.1
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Employment
Agreement by and between the Company and Robert Brennan dated August 11,
2008 (filed herewith).
|
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 thereunto
duly authorized.
|
|
IRON MOUNTAIN
INCORPORATED
(Registrant)
By: /s/ Ernest W.
Cloutier
Name:
Ernest W. Cloutier
Title: SVP
and General Counsel
|
Date:
August 11, 2008