SECURITITES 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): January 26, 2005
DOWNEY FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Delaware |
1-13578 |
33-0633413 |
3501 Jamboree Road |
92660 |
Registrants telephone number, including area code: (949) 854-0300
Not Applicable
(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 1.01 Entry Into a Material Definitive Agreement
On January 26, 2005, upon the recommendation of the Compensation Committee, the Board of Directors of Downey Financial Corp. (the Company) approved the 2005 annual base salaries and target bonuses (expressed as a percentage of base salary and expected to be paid in early 2006) for the Companys executive officers, after a review of their performance and competitive market data. Exhibit 10.11 to this report lists the 2005 annual base salaries and target bonuses for the Companys five Named Executive Officers to be listed in the Companys 2005 proxy statement. There are no written employment agreements between the Company (or its subsidiaries) and the Named Executive Officers.
On January 26, 2005 and February 23, 2005, upon the recommendation of the Compensation Committee, the Board of Directors of the Company also approved the compensation to be paid to the non-management directors of the Company, its wholly-owned subsidiary Downey Savings and Loan Association, F.A. (Downey Savings) and Downey Savings wholly-owned subsidiary DSL Service Company ("DSL"), in respect of each such directors service on one or more of the three Boards. A summary describing the elements of such director compensation for the years 2003, 2004 and 2005 is filed as Exhibit 10.12 to this report.
The Company intends to provide additional information regarding director compensation and the compensation awarded to the Named Executive Officers for the year ended December 31, 2004 in the Companys 2005 proxy statement, which is expected to be filed with the Securities and Exchange Commission in March 2005.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10.11 2005 Compensation for the Named Executive Officers
10.12 Non-Management Director Compensation
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.
DOWNEY FINANCIAL CORP. |
Date: February 25, 2005 |
By
/s/ Gary F.
Torrell |
EXHIBIT |
|
2005 Compensation for the Named Executive Officers. | |
Non-Management Director Compensation. |