lh8k6_commscope.htm
 
 
 
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):  March 24, 2008

 
COMMSCOPE, INC.
(Exact name of registrant as specified in its charter)


Delaware
(State or other jurisdiction of
incorporation)
1-12929
(Commission File Number)
36-4135495
(I.R.S. Employer
Identification Number)
 
1100 CommScope Place, SE
P.O. Box 339
Hickory, North Carolina 28602
 
(Address of principal executive offices)
  

        Registrant’s telephone number, including area code:                                                                                                         (828) 324-2200
 
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):
 
[  ]  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.
 
           (e)  Compensatory Arrangements of Certain Officers

   On March 24, 2008, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of CommScope, Inc. (the “Company”) increased the annual compensation for certain officers of the Company, effective as of April 1, 2008.  The named executive officers and their new respective salaries and target incentive bonuses (expressed as a percentage of salary) are as follows:

Name and Principal Position
Salary
Target Bonus
(Expressed as a
Percentage of
Salary)
Frank M. Drendel
Chairman and Chief Executive Officer
 
$970,000
 
 
115%
 
 
Brian D. Garrett
President and Chief Operating Officer
 
$646,600
 
 
85%
 
 
Edward A. Hally
Executive Vice President and General Manager, Antenna, Cable and Cabinets Group
 
$434,600
 
 
 
70%
 
 
 
Jearld L. Leonhardt
Executive Vice President and Chief Financial Officer
 
$466,400
 
 
70%
 
 
Randall W. Crenshaw
Executive Vice President and General Manager, Enterprise
 
$386,900
 
 
65%
 
 
 
Also on March 24, 2008, the Compensation Committee of the Company established (i) the classes and number of employees (which includes the Company’s executive officers) eligible to receive an award under the Company’s Annual Incentive Plan (the “AIP”) with respect to the 2008 performance year, (ii) the aggregate target award for each employee class with respect to the 2008 performance year and (iii) the maximum award payable to any employee class under the AIP with respect to the 2008 performance year.
 
In addition, the Compensation Committee determined that the Financial Targets (as such term is defined in the AIP) for the 2008 performance year will be expressed in terms of Operating Income for either the Company or one of its operating units, as applicable.  The term “Operating Income” is defined as operating income (or loss) as appears on the Company’s consolidated statement of operations for 2008, increased or decreased by certain specified items.
 
Amounts payable under the AIP with respect to the 2008 performance year can range from 0% to 200% of the targeted awards, based on the extent to which actual Operating Income meets, exceeds or is below the applicable Financial Target.
 
With respect to the Company’s Policy on Discretionary Performance Compensation (the “Policy”), on March 24, 2008 the Compensation Committee of the Company established the 2008 Percentage (as defined in the Policy) for payment of Discretionary Performance Compensation (also as defined in the Policy).  For the 2008 fiscal year, Percentages payable under the Policy can range from 0% to 2% of annualized pay, based on the Company’s Operating Income (as defined for purposes of the Company’s 2008 AIP Financial Targets).  For the Company’s executive officers, the Compensation Committee set the percentage at 2% for the 2008 fiscal year if the Company’s Operating Income equals or exceeds 100% of the target set forth in the AIP.  That percentage decreases as the percent of target reached decreases, down to 0% if less than 50% of the AIP Adjusted Operating Income target is reached.

 
 
 
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.
 
Dated:  March 24, 2008
 
  COMMSCOPE, INC.  
       
 
By:
/s/ Frank B. Wyatt, II  
    Name:  Frank B. Wyatt, II  
    Title: Senior Vice President, General Counsel & Secretary