BRUNSWICK CORP

Regulatory Filings • May 5, 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 5, 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 8.01. Other Events.

| On
May 5, 2009, the Compensation Committee of the Company’s Board of
Directors voted to approve an amendment to the Terms and Conditions of
Employment, dated October 29, 2008, between the Company and Peter B.
Hamilton (the “Agreement”). The purpose of the letter amendment
(the “Amendment”), dated May 5, 2009, is to eliminate certain provisions
in the Agreement that entitled Mr. Hamilton to indemnification, on a
grossed-up basis, for any tax imposed by Section 4999 of the Code on
“excess parachute payments” (as defined in Section 280G of the Code) in
connection with a change of control. Pursuant to the Amendment,
Mr. Hamilton is no longer entitled to a gross-up for any excise tax
imposed on “excess parachute payments”. Instead, Mr. Hamilton
will either be required to pay the excise tax or have his payments reduced
if it would be more favorable to him on an after-tax basis. |
| --- |
| The
foregoing description of the Amendment is a summary of its terms, does not
purport to be complete, and is qualified in its entirety by reference to
the Amendment filed as Exhibit 99.1 to this report and incorporated by
reference herein. |

| Item
9.01. | Financial
Statements and Exhibits. |
| --- | --- |
| (d) | Exhibits: |
| Exhibit No. | Descrip tion of
Exhibit |
| 99.1 | Amendment
dated May 5, 2009, to Terms and Conditions of Employment by and between
Brunswick Corporation and Peter B. Hamilton, dated October 29,
2008. |

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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
99.1	Amendment dated May
5, 2009, to Terms and Conditions of Employment by and between
Brunswick Corporation and Peter B. Hamilton, dated October 29, 2008 .

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