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OREGON
(State
or other jurisdiction
of
incorporation)
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0-22496
(Commission
File
Number)
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93-0341923
(I.R.S.
Employer
Identification
No.)
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3200
N.W. Yeon Ave.
P.O.
Box 10047
Portland,
OR
(Address
of principal executive offices)
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97296-0047
(Zip
Code)
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q
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR
230.425)
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q
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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q
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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q
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors;
Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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Cash
Payments Based on Achievement of
Performance
Targets(1)
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Threshold
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Target
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Stretch
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Donald
Hamaker
President,
Metals Recycling
Business
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$216,000
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$432,000
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$864,000
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Gregory
J. Witherspoon
Vice
President and
Chief
Financial
Officer
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$186,923
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$373,846
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$747,692
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Gary
Schnitzer
Executive
Vice President
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$124,616
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$249,231
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$498,462
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(1)
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The
Committee established a series of performance targets based
on economic
profit of the Company’s operating divisions (net operating profit after
taxes minus divisional capital charge) (weighted at 70%), the
Company’s
growth in earnings per share (weighted at 15%) and the achievement
of
individual goals (weighted at 15%), corresponding to award
payouts ranging
from “threshold” at 50% to “stretch” at 200% of the weighted portions of
the target awards for economic profit and EPS growth. Bonuses
for achievement of individual performance goals will be paid
out at 100%
of the weighted portion of the target award but are subject
to increase
based on the level of achievement of the economic profit and
EPS growth
targets and discretionary reallocation of bonus amounts of
participants
who do not meet their individual goals. Payouts for economic
profit or EPS growth performance below the “threshold” level and
additional payouts for economic profit or EPS growth above
the “stretch”
level are at the discretion of the Compensation Committee. For
measuring earnings per share growth in fiscal 2007, the fiscal
2006
diluted earnings per share are deemed to be lower than the
actual amount,
reflecting the elimination of certain large nonrecurring items.
The
Compensation Committee has discretion to adjust fiscal year
earnings and
economic profit to appropriately reflect certain nonrecurring
or
extraordinary items. A participant generally must be employed
by the Company on the payment date to receive an award payout,
although
adjusted awards will be paid if employment terminates earlier
on account
of death, disability, retirement or involuntary termination
without
cause. Awards will be paid in cash following the end of the
year.
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SCHNITZER
STEEL INDUSTRIES, INC.
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(Registrant)
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Dated: April
9, 2007
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By:
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/s/ RICHARD
C. JOSEPHSON
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Name: Richard C. Josephson |
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Title:
Vice President, General Counsel and
Secretary
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