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DFT > SEC Filings for DFT > Form 8-K on 18-Feb-2014All Recent SEC Filings

Show all filings for DUPONT FABROS TECHNOLOGY, INC.

Form 8-K for DUPONT FABROS TECHNOLOGY, INC.


18-Feb-2014

Change in Directors or Principal Officers, Financial Statements an


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
Adoption of 2014 Short-Term Incentive Compensation Plan On February 12, 2014, the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of DuPont Fabros Technology, Inc. (the "Company") adopted the Company's 2014 Short-Term Incentive Compensation Plan (the "2014 STIC Plan"), which provides for the payment of cash incentive awards to plan participants in early 2015 if, and to the extent to which, certain performance objectives are achieved during 2014.
The 2014 incentive target opportunities for each of the Company's named executive officers are the same percentages of compensation as the target incentive opportunities for each of the officers under the Company's 2013 short-term incentive compensation plan, except that the target for Jeffrey H. Foster, the Company's Executive Vice President and Chief Financial Officer, now is 60% of his annual base salary.
Lammot J. du Pont, the Company's Chairman of the Board, will not be a participant in the 2014 STIC Plan.
Adoption of 2014 Long-Term Incentive Compensation Plan On February 12, 2014, the Committee also adopted the Company's 2014 Long-Term Incentive Compensation Plan (the "2014 LTIC Plan") for plan participants, including the named executive officers. Mr. du Pont will not be a participant in the 2014 LTIC Plan.
The 2014 LTIC Plan includes shares of time-vesting restricted common stock of the Company ("Restricted Stock") and performance-vesting stock units ("Performance Units").
The Restricted Stock awards vest ratably in three equal portions on each of March 1, 2015, 2016 and 2017 so long as the participant remains continuously employed by the Company or an affiliate of the Company from the date of the grant through the applicable vesting date.
The Performance Units vest on March 1, 2017, but only if (a) the participant remains continuously employed by the Company or an affiliate of the Company until that date, (b) with respect to one-half of each Performance Unit award, the total stockholder return of the Company's common stock for the three-year performance period beginning on January 1, 2014 (the "Performance Period") meets or exceeds the return of the MSCI US REIT Index for the Performance Period, and
(c) with respect to the remaining half of each Performance Unit award, the total stockholder return of the Company's common stock for the Performance Period meets or exceeds the return of an index of publicly-traded data center companies for the Performance Period. The CEO's entire award under the 2014 LTIC Plan is in the form of Performance Units. For each of the Executive Vice Presidents and Senior Vice Presidents of the Company, the allocation of awards is one-half Performance Units and one-half Restricted Stock. On February 12, 2014, the Committee approved the following equity-based incentive awards under the 2014 LTIC Plan:
Hossein Fateh, the Company's President and Chief Executive Officer, 68,413 Performance Units;

Jeffrey H. Foster, the Company's Executive Vice President and Chief Financial Officer, 9,774 Performance Units and 9,774 shares of Restricted Stock;

Richard A. Montfort, the Company's Executive Vice President, General Counsel and Secretary, 6,842 Performance Units and 6,842 shares of Restricted Stock; and


Maria Kenny, the Company's Senior Vice President, Finance and Treasurer, 6,842 Performance Units and 6,842 shares of Restricted Stock.

Copies of the 2014 STIC Plan and the 2014 LTIC Plan and the forms of the Restricted Stock Award Agreement and Performance Stock Unit Award Agreement are attached to this report as exhibits. The summary set forth above is qualified in its entirety by reference to each of these documents. Compensation of Chairman of the Board
On February 12, 2014, the Committee also approved annual compensation for Mr. du Pont in an amount equal to that paid to independent members of the Company's Board of Directors, namely, an annual cash payment of $40,000 and an annual award of the Company's common stock with a value of $40,000. This compensation will be paid to Mr. du Pont at the same time as the Company makes similar payments to the independent members of its Board of Directors, which in the past has been following the Company's annual meeting of stockholders held in May of each year. Prior to this action, Mr. du Pont's received annual compensation of $1.00.



Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1  2014 Short-Term Incentive Compensation Plan
10.2  2014 Long-Term Incentive Compensation Plan
10.3  Form of Restricted Stock Award Agreement
10.4  Form of Performance Stock Unit Award Agreement


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