Archrock, Inc.

Regulatory Filings • Feb 26, 2013

8-K 1 form8_k.htm FORM 8-K form8_k.htm Licensed to: Exterran Document Created using EDGARizer 2020 5.4.3.1 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): February 21, 2013

EXTERRAN HOLDINGS, INC.

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(Exact name of registrant as specified in its charter)

Delaware	001-33666	74-3204509
___ (State or other jurisdiction	_______ (Commission	__ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
16666 Northchase Drive, Houston, Texas		77060
_________ (Address of principal executive offices)		_____ (Zip Code)

Registrant’s telephone number, including area code: (281) 836-7000

Not Applicable

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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:

[ ] 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))

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

Adoption of Incentive Program for 2013

On February 21, 2013, the compensation committee of our board of directors (the “Committee”) adopted a short-term incentive program (the “2013 Incentive Program”) to provide the short-term cash incentive compensation element of our total direct compensation program for this year. The Committee set the cash incentive target under the 2013 Incentive Program for each of the following individuals, our Named Executive Officers, as a specified percentage of his base salary:

Executive Officer	Title	2013 Cash Incentive Target (% of base salary)
D. Bradley Childers	President and Chief Executive Officer	100
William M. Austin	Executive Vice President and Chief Financial Officer	70
Joseph G. Kishkill	Senior Vice President	70
Ronaldo Reimer	Senior Vice President	70
Daniel K. Schlanger	Senior Vice President	70

Each Named Executive Officer’s potential cash incentive payout ranges from 0% to 200% of his target, as may be adjusted by the Committee in its discretion.

Actual payouts under the 2013 Incentive Program will be based on the Committee’s assessment of our performance for 2013 relative to one or more of the following performance indicators, as well as such other factors or criteria that the Committee in its discretion deems appropriate:

•	Financial performance, including EBITDA, as adjusted;
•	Safety, to be assessed by specific corporate, regional and group metrics, including the incident rate for recordable injuries;
•	Service quality, to be assessed by various regional and group metrics for measuring and enhancing customer service, including equipment service availability; and
•	People, to be assessed by successful implementation of various regional and group initiatives intended to optimize and enhance our company culture.

The Committee intends to award performance-based short-term incentive compensation under the 2013 Incentive Program based on its assessment of: (1) for all Named Executive Officers, overall company financial performance, including EBITDA, as adjusted, (2) for Messrs. Kishkill, Reimer and Schlanger, each officer’s operating unit performance relative to the performance indicators, (3) each officer’s individual contribution toward our company and/or operating unit performance, including his demonstrated leadership and implementation of our business strategy, (4) the recommendations of our Chief Executive Officer (other than with respect to himself), and (5) any other factors or criteria that the Committee may choose to consider, in its discretion. No specific weight will be given to any of these factors. The Committee has reserved the right to modify the list of performance indicators, as well as target levels of one or more of these indicators, in its discretion based on internal and external developments during the course of 2013.

We anticipate that awards earned under the 2013 Incentive Program for the year ending December 31, 2013 will be determined and paid in the first quarter of 2014.

Adjustments to Base Salaries for 2013

On February 21, 2013, the Committee set the 2013 annual base salaries of our Named Executive Officers as follows:

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Executive Officer	Title	2013 Base Salary ($)
D. Bradley Childers	President and Chief Executive Officer	650,000
William M. Austin	Executive Vice President and Chief Financial Officer	300,000
Joseph G. Kishkill	Senior Vice President	355,000
Ronaldo Reimer	Senior Vice President	330,000
Daniel K. Schlanger	Senior Vice President	365,000

We anticipate that adjustments to base salaries will be effective in late March 2013.

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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 hereunto duly authorized.

/s/ William M. Austin
William M. Austin
Executive Vice President and Chief Financial Officer

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