================================================================================
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: FEBRUARY 25, 2005
IDEX CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-10235 36-3555336
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
630 DUNDEE ROAD
NORTHBROOK, ILLINOIS 60062
(Address of principal executive offices, including zip code)
(847) 498-7070
(Registrant's telephone number)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17CFR230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17CFR240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17CFR240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17CFR240.13e-4(c))
================================================================================
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 25, 2005, IDEX Corporation entered into a transition and retirement
agreement with Dennis K. Williams. Under the terms of the agreement, Mr.
Williams will resign his position as President and Chief Executive Officer
effective as of the Annual Meeting on March 22, 2005, but will remain in his
executive Chairman of the Board position until the later of March 31, 2006 or
the date of the Company's 2006 Annual Meeting, in order to transition leadership
to Mr. Lawrence D. Kingsley, who will succeed Mr. Williams as President and
Chief Executive Officer. A copy of Mr. Williams' Transition and Retirement
Agreement is filed as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
Effective as of the Annual Meeting on March 22, 2005, Mr. Williams will resign
his position of President and Chief Executive Officer, but will remain in his
executive Chairman of the Board position in order to transition leadership to
Mr. Lawrence Kingsley, who will succeed Mr. Williams as President and Chief
Executive Officer. Under the terms of a transition and retirement agreement
effective February 25, 2005, Mr. Williams will receive for his agreement to
transition leadership to Mr. Kingsley and to extend his non compete with the
Company from his current two-year period following the termination of his
employment to a five-year period, 22 bi-weekly payments of $109,090.91 beginning
May 11, 2005 through the earlier of March 8, 2006, the termination of his
employment for cause, or his resignation. If Mr. Williams does not resign or is
not terminated for cause, such payments will total $2,400,000. These transition
payments will not be considered compensation for benefit accrual purposes under
the Company's Supplemental Executive Retirement Plan (SERP) and any benefits Mr.
Williams' accrues under the IDEX Corporation Retirement Plan as a result of such
transition payments shall reduce Mr. Williams' SERP benefits. During such
period, Mr. Williams will not be eligible for any bonus or other long term
incentive compensation grants, but otherwise will receive all other employee
benefits and perquisites he is currently eligible to receive as Chairman of the
Board, President and Chief Executive Officer, including the personal use of the
Company's aircraft up to an incremental cost to the Company of $110,000 for the
period May 1, 2005 to the later of March 31, 2006 or the date of the Company's
2006 annual meeting.
Mr. Williams will receive a lump sum payment of $1,296,000 and 26 bi-weekly
payments of $31,153.85 upon his retirement or, if such amounts are considered
deferred compensation subject to new Section 409A of the Internal Revenue Code,
six months following his retirement. Such amounts are equivalent to what Mr.
Williams would be entitled to receive upon expiration of the term of his current
employment agreement on April 30, 2005. Of the $1,296,000 lump sum payment,
$324,000 is considered compensation for purposes of calculating Mr. Williams
SERP benefit. Upon his termination or, if necessary to comply with Code Section
409A during 2005, Mr. Williams will receive a lump sum payment of his SERP
benefit of approximately $3,993,966. Additionally, upon his retirement he is
entitled to receive any compensation or benefits he has accrued and vested in
during his employment, including under the Officers' Deferred Compensation Plan
and 2001 Stock Plan for Officers.
In connection with his promotion to President and Chief Executive Officer
effective as of March 22, 2005, Mr. Kingsley's base salary will increase to
$600,000. If the proposed Incentive Award Plan set forth in Proposal 3 in the
Company's 2005 Proxy Statement is approved, then on March 22, 2005, Mr. Kingsley
will be awarded 100,000 shares of restricted stock which will vest in 25,000
share increments on March 22 in each of the years 2006 through 2009. However, if
his employment is terminated by the Company other than for cause or he dies or
becomes disabled, these shares of restricted stock will automatically vest.
Additionally, if his employment is terminated by the Company other than for
cause, the amount of severance based on bonus payable to Mr. Kingsley under his
employment agreement will be based on 100% of his base salary rather than 75% of
his base salary as currently provided in his employment agreement. His
employment agreement will be amended to reflect this change.
For additional information regarding both Mr. Williams and Mr. Kingsley, please
refer to the Company's 2005 Proxy Statement filed with the Securities and
Exchange Commission on February 28, 2005.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Transition and Retirement Agreement
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 hereunto duly authorized.
IDEX CORPORATION
/s/ Dominic A. Romeo
-------------------------------------------
Dominic A. Romeo
Vice President and Chief Financial Officer
March 1, 2005