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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): January 31, 2005
SCHNITZER STEEL INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
OREGON 0-22496 93-0341923
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3200 N.W. Yeon Ave.
P.O. Box 10047
Portland, OR 97296-0047
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (503) 224-9900
NO CHANGE
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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 (see General Instruction A.2. below):
[ ] 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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Executive Annual Bonus Plan
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At the 2005 Annual Meeting of Shareholders on January 31, 2005, the Company's
shareholders approved the proposed Executive Annual Bonus Plan (the "Plan"). The
purpose of the Plan is to enable the Company to qualify annual bonuses it pays
to executive officers as "performance-based compensation" that will be fully
deductible by the Company notwithstanding the $1,000,000 limit of Section 162(m)
of the Internal Revenue Code. To make an award under the Plan, the Compensation
Committee shall, no later than 90 days after the beginning of a fiscal year of
the Company, establish for each participant the performance goals for the year
and the amount, or the formula for determining the amount, of cash bonus to be
paid or accrued for the participant based on achievement of the performance
goals for the year. The performance goals shall be one or more targeted levels
of performance of the Company or any subsidiary, division or other unit of the
Company with respect to one or more of the following objective measures:
economic value added (adjusted operating income after taxes less a capital
charge), earnings, earnings per share, stock price increase, total shareholder
return (stock price increase plus dividends), return on equity, return on
assets, return on capital, revenues, gross margin, operating income,
inventories, inventory turns, cash flows or any of the foregoing before the
effect of acquisitions, divestitures, accounting changes, and restructuring and
special charges (determined according to criteria established by the
Compensation Committee). The maximum cash bonus that may be paid or accrued
under the Plan for any participant with respect to performance of the Company in
any fiscal year shall be $2,500,000. Additional information regarding the Plan
is contained in the Company's Proxy Statement dated December 29, 2004 for the
2005 Annual Meeting of Shareholders.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
10.1 Executive Annual Bonus Plan.
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.
SCHNITZER STEEL INDUSTRIES, INC.
(Registrant)
Date: February 3, 2005 By /s/Barry A. Rosen
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Barry A. Rosen
Vice President, Finance and Chief
Financial Officer