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BCO > SEC Filings for BCO > Form 8-K/A on 21-Nov-2011All Recent SEC Filings

Show all filings for BRINKS CO

Form 8-K/A for BRINKS CO


21-Nov-2011

Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws;


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 18, 2011, based on the recommendation of the Corporate Governance and Nominating Committee, the Board determined that, during his tenure as interim Executive Chairman, Mr. Schievelbein will receive the following compensation in consideration for his services, and shall not receive any other compensation as a member of the Board:

cash compensation of $65,000 per month, pro-rated for any partial month service, payable in arrears; and

a temporary housing allowance and other expense reimbursements, as approved by the Chairman of the Corporate Governance and Nominating Committee.

On November 17, 2011, the Compensation and Benefits Committee determined that, during his tenure as interim President and Chief Executive Officer, Mr. Schievelbein will receive the following compensation in consideration for his services, and shall not receive any other compensation as a member of the Board:

cash compensation of $65,000 per month, pro-rated for any partial month service, payable in arrears;


equity compensation valued at $185,000 per month, pro-rated for any partial month service, rounded up to the nearest whole share, payable in arrears; and

a temporary housing allowance and other expense reimbursements, as approved by the Chairman of the Compensation and Benefits Committee.

On November 18, 2011, the Board ratified the Compensation and Benefits Committee's determination.

In reaching their determinations, the Board and the Corporate Governance and Nominating Committee and Compensation and Benefits Committee received advice from Frederic W. Cook & Co., Inc., an independent compensation consultant.



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year

As previously disclosed in the Initial Filing on November 13, 2011, the Board approved an amendment to Article V of the Company's Bylaws to decrease the number of directors serving on the Board from nine (9) to eight (8). The amendment will be effective on December 24, 2011.

The Company's Bylaws, as amended and restated effective December 24, 2011, are filed as Exhibit 3(ii).



Item 9.01 Financial Statements and Exhibits

3(ii) Bylaws of The Brink's Company, as amended and restated effective December 24, 2011


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