BRUNSWICK CORP

Regulatory Filings • May 6, 2009

8-K 1 form_8.htm BRUNSWICK FORM 8K form_8.htm Licensed to: Brunswick Corporation Document Created using EDGARizer 4.0.6.4 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant t o Section 13 or 15(D) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 6, 2009

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BRUNSWICK CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-01043	36-0848180
(State
or Other Jurisdiction of Incorporation)	(Commission
File Number)	(IRS
Employer Identification No.)
1 N. Field Court, Lake Forest,
Illinois		60045-4811
(Address of Principal Executive
Offices)		(Zip
Code)
(847)
735-4700
(Registrant’s
Telephone Number, Including Area Code)

(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):

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))

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

| (b) | Effective
at the Annual Meeting (the "Annual Meeting") of Shareholders of Brunswick
Corporation (the "Company") on May 6, 2009, Mr. Michael J. Callahan
retired from the Company's Board of Directors (the "Board") with immediate
effect in accordance with the Company's mandatory retirement policy for
directors. |
| --- | --- |
| (e) | At
the Annual Meeting, the shareholders of the Company approved an amendment
to the Company’s 2003 Stock Incentive Plan (the “Plan”) increasing the
aggregate number of shares of the Company’s Common Stock reserved under
the Plan from 8,000,000 to 13,000,000. The Board had previously
adopted such amendment, subject to shareholder approval. For a
description of the Plan, (which reflects the increase in shares
reserved under the Plan as well as other amendments to the Plan primarily
of an administrative nature that were previously adopted by the Board or
the Human Resources and Compensation Committee of the Board pursuant to
their authority under the Plan (the
“Amendments”)), see the Company’s definitive Proxy Statement on Schedule
14A, filed with the Securities and Exchange Commission on March 25, 2009,
which is included as Exhibit 10.1 to this report and is incorporated by
reference herein. A copy of the Plan (including the Amendments) was
attached as Appendix I to the Proxy
Statement. |

| Item
9.01. | Financial Statements and Exhibits. |
| --- | --- |
| (d) | Exhibits: |
| Exhibit No. | Descrip tion
of Exhibit |
| 10.1 | Description
of the Brunswick Corporation 2003 Stock Incentive Plan (incorporated by
reference to Proposal No. 2 of the Company’s Proxy Statement on
Schedule 14A, filed with the Securities and Exchange Commission on
March 25, 2009). |
| 10.2 | Brunswick
Corporation 2003 Stock Incentive Plan (incorporated by reference to
Appendix I of the Company’s Proxy Statement on Schedule 14A, filed with
the Securities and Exchange Commission on March 25,
2009). |

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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 thereunto duly authorized.

| /s/LLOYD
C. CHATFIELD II |
| --- |
| Name: Lloyd C. Chatfield
II |
| Title: Vice President,
General Counsel and Secretary |

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EXHIBIT INDEX:
Exhibit
No.	Des cription of
Exhibit
10.1	Description
of the Brunswick Corporation 2003 Stock Incentive Plan (incorporated by
reference to Proposal No. 2 of the Company’s Proxy Statement on
Schedule 14A, filed with the Securities and Exchange Commission on
March 25, 2009).
10.2	Brunswick
Corporation 2003 Stock Incentive Plan (incorporated by reference to
Appendix I of the Company’s Proxy Statement on Schedule 14A, filed with
the Securities and Exchange Commission on March 25,
2009).

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