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): May 7, 2007
Commission file number 1-11625
Pentair, Inc.
(Exact name of Registrant as specified in its charter)
| |
|
|
| Minnesota
|
|
41-0907434 |
|
|
|
|
| (State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification number) |
| |
|
|
| 5500 Wayzata Blvd, Suite 800, Golden Valley, Minnesota
|
|
55416 |
|
|
|
|
| (Address of principal executive offices)
|
|
(Zip code) |
Registrant’s telephone number, including area code: (763) 545-1730
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:
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| o |
|
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 May 8, 2007, Pentair, Inc. (the “Company”) announced that Richard J. Cathcart plans to retire as
Vice Chairman and a director of the Company effective September 1, 2007.
The Company and Mr. Cathcart entered into a Release and Retirement Agreement on May 7, 2007, a copy
of which is filed herewith. Pursuant to the Release and Retirement Agreement, the Company has
agreed to provide benefits to Mr. Cathcart for a Covered Termination under his Employment Agreement
entered into in 2001; these benefits include a cash payment of one year’s base salary ($495,000)
and a 2007 management incentive bonus for the period ending on the date of his retirement.
Since Mr. Cathcart has reached retirement status under Pentair’s normal policy (age 55 or greater
and ten years of service), his benefits under the Company’s pension, SERP, Omnibus Stock Incentive,
deferred compensation and 401(k) plans will fully vest on the date of retirement.
Copies of the Release and Retirement Agreement entered into between Mr. Cathcart and the Company
and a press release the Company issued in connection with Mr. Cathcart’s planned retirement are
filed as Exhibits 10.1 and 99.1, respectively, to this Current Report on Form 8-K and incorporated
herein by reference.
ITEM 9.01 Financial Statements and Exhibits
| (a) |
|
Financial Statements of Businesses Acquired |
| |
| |
|
Not applicable. |
| |
| (b) |
|
Pro Forma Financial Information |
| |
| |
|
Not applicable. |
| |
| (c) |
|
Shell Company Transactions |
| |
| |
|
Not applicable |
| |
| (d) |
|
Exhibits |
| |
| |
|
The following exhibits are provided as part of the information
filed under Item 5.02 of this Current Report on Form 8-K: |
| |
|
|
| Exhibit |
|
Description |
10.1
|
|
Release and
Retirement Agreement,
dated May 7, 2007,
between Pentair, Inc.
and Richard J.
Cathcart. |
|
|
|
99.1
|
|
Pentair, Inc. press
release dated May 8,
2007 announcing the
expected retirement
of Richard J.
Cathcart. |
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, thereunto duly authorized, on May
8, 2007.
| |
|
|
|
|
PENTAIR, INC.
Registrant |
|
|
|
|
|
By /s/ Randall J. Hogan |
|
|
|
|
|
Randall J. Hogan |
|
|
Chairman and Chief Executive Officer |