UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Act of 1934

 

Date of Report (Date of earliest event reported): February 27, 2008

 

THE VALSPAR CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Registrant’s telephone number, including area code: (612) 332-7371

 

Not Applicable

(Former name or former address, if changed since last report.)

 

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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):

 

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))

 

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Retirement of Director

 

On February 27, 2008, Thomas R. McBurney, retired from the Board of Directors and from the Committees of the Board of Directors upon which he served.

 

Retirement of Executive Officer

 

On February 27, 2008, Paul C. Reyelts, Executive Vice President, stepped down as Chief Financial Officer and announced his intention to retire as an officer from employment with the Company at the end of 2009.

 

Election of Officers

 

On February 27, 2008, Gary E. Hendrickson was elected President and Chief Operating Officer; Lori A. Walker was elected Senior Vice President and Chief Financial Officer; and Tracy C. Jokinen was elected Vice President and Controller (principal accounting officer).

 

Effective upon his promotion, Mr. Hendrickson’s annual base salary increased to $525,000. In addition, his target percentage under the Corporation’s Annual Incentive Bonus Plan for fiscal 2008 was increased from 60% to 80% of his base salary. The Long-Term Incentive Target Value established by the Compensation Committee for Mr. Hendrickson for 2008, with 50% granted in stock options and 50% granted in restricted stock, was increased from $663,000 to $1,000,000. In addition, effective with his promotion, Mr. Hendrickson was granted a 75,000 share nonqualified stock option with five year cliff vesting and a ten-year term.

 

Effective upon her promotion, Ms. Walker’s annual base salary increased to $375,000. In addition, her target percentage under the Corporation’s Annual Incentive Bonus Plan for fiscal 2008 was increased from 50% to 65% of her base salary. The Long-Term Incentive Target Value established by the Compensation Committee for Ms. Walker for 2008, with 50% granted in stock options and 50% granted in restricted stock, was increased from $415,000 to $525,000. In addition, effective with her promotion, Ms. Walker was granted a 50,000 share nonqualified stock option with five year cliff vesting and a ten-year term.

 

 

On February 27, 2008, The Valspar Corporation issued a press release. A copy of the press release is being furnished to the Securities and Exchange Commission and is attached as Exhibit 99.1 to this Form 8-K.

 

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99.1 Press Release dated February 27, 2008, furnished herewith and incorporated by reference as Exhibit 99.1.

 

 

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.

 

 

 

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EXHIBIT INDEX

 

 

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