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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) November 11, 2004
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BRIGHTPOINT, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Indiana
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(State or Other Jurisdiction of Incorporation)
0-23494 35-1778566
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(Commission File Number) (IRS Employer Identification No.)
501 Airtech Parkway, Plainfield, Indiana 46168
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(Address of Principal Executive Offices) (Zip Code)
(317) 707-2355
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(Registrant's Telephone Number, Including Area Code)
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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
On November 11, 2004 the Board of Directors of Brightpoint, Inc. (the
"Company"), based upon the recommendation of the Corporate Governance and
Nominating Committee of the Board, approved certain changes to the compensation
payable to those persons who serve as Independent Directors of the Company
(determined in accordance with the Company's Corporate Governance Principles),
other than the Lead Independent Director, for 2005.
For 2005, the annual compensation payable to the Company's Independent Directors
(other than the Lead Independent Director) will be as follows:
1. A $50,000 cash retainer;
2. 2,000 restricted shares of the Company's common stock which shall constitute
"Annual Awards" under the Company's Amended and Restated Independent Director
Stock Compensation Plan (the "Plan"); and
3. Additional equity compensation equal to the difference resulting from
subtracting the value of the 2,000 Annual Awards referred to in 2. above and
granted in accordance with the Plan from $50,000, provided that such
compensation is taken as "Elective Awards" under the Plan.
The 2005 board compensation for Independent Directors, other than the
Lead Independent Director, is the same as in 2004, except for the additional
equity compensation described in 3. above.
On November 30, 2004, the Board of Directors of the Company, upon the
recommendation the Corporate Governance and Nominating Committee, decided to
amend the "Required Share Condition" under the Company's Corporate Governance
Principles, and thereby the Plan, to increase the percentage of annual board
compensation an Independent Director must receive in restricted stock from 30%
to 50%. Under the Plan, Elective Awards are required to be received in the form
of shares of the Company's common stock unless the director to receive the
Elective Award has holdings of Company common stock that meet the "Threshold
Amount" as defined in the Plan, in which case the director can elect to receive
the additional compensation in cash or a combination of cash and restricted
shares of the Company's common stock.
On November 30, 2004, the Board of Directors, upon recommendation of the
Corporate Governance and Nominating Committee, approved the following
compensation to be received by the Company's Lead Independent Director for 2005:
1. A $100,000 cash retainer;
2. 2,000 restricted shares of the Company's common stock which shall
constitute Annual Awards under the Plan; and
3. Additional equity compensation equal to the difference obtained by
subtracting the value of the 2,000 Annual Awards referred to in 2.
above and granted in accordance with the Plan from $100,000, provided
that such compensation is taken as Elective Awards under the Plan.
The 2005 board compensation for the Lead Independent Director is the
same as in 2004, except for the additional equity compensation described in 3.
above.
In addition, the Board of Directors on November 30, 2004 determined to
maintain for 2005 the same chairperson and committee additional compensation as
follows: additional compensation of $20,000 to be received by the Corporate
Governance and Nominating Committee chairperson, $20,000 to be received by the
Compensation and Human Resources Committee chairperson and $35,000 to be
received by the Audit Committee chairperson for services to be rendered by them
in those capacities and annual payments of $10,000 to be received by members of
the Audit Committee for services rendered in their capacity as Audit Committee
members.
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 thereunto duly authorized.
BRIGHTPOINT, Inc.
(Registrant)
By: /s/ Steven E. Fivel
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Steven E. Fivel
Executive Vice President and
General Counsel
Date: December 6, 2004