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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 29, 2008
CORN PRODUCTS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware
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1-13397
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22-3514823 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 5 Westbrook Corporate Center, Westchester, Illinois
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60154-5749 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(708) 551-2600
(Registrant’s Telephone Number, Including Area Code)
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:
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))
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| Item 5.02. |
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Departure of Directors or Certain Officers, Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers |
(e) Action with respect to Certain Compensatory Plans.
On January 29, 2008, the Compensation Committee (the “Committee”) of the Board of Directors of Corn
Products International, Inc. (the “Company”) took certain actions relating to compensatory plans in
which the Company’s “named executive officers” participate. For purposes of this Report on Form
8-K such “named executive officers” consist of the Company’s principal executive officer, principal
financial officer and the other executive officers for whom disclosure was required in the
Company’s most recent filing with the Securities and Exchange Commission that required disclosure
pursuant to Item 402(c) of Regulation S-K.
Setting of Performance Criteria for Cash Bonuses for 2008 under Annual Incentive Plan
The Committee established target amounts and the performance criteria applicable for cash
incentives that certain employees are eligible to earn for 2008 under the Company’s Annual
Incentive Plan (“2008 AIP Bonuses”). Participants are eligible to earn bonuses for 2008 ranging
from 0% to 200% of target depending on whether and to what extent the goals established by the
Committee are attained.
For the named executive officers, 2008 AIP Bonuses will be determined on the basis of earnings per
share and divisional operating income goals (80%) and cash flow from operations goals (20%)
approved by the Committee.
Award of Performance Shares under Stock Incentive Plan
The Committee also approved the award of performance shares (“Performance Shares”) to certain
executive officers, including the named executive officers, under the Company’s Stock Incentive
Plan. The Performance Shares may be settled only in shares of the Company’s common stock (“Common
Stock”). The number of shares of Common Stock, if any, that recipients of Performance Share awards
will receive in relation to such awards will be based upon the extent to which the Company attains
the total shareholder return (as measured against a peer-group of 27
companies) and compounded
earnings per share growth and return on capital employed goals established by the Committee for the
three-year cycle beginning on January 1, 2008 and ending on December 31, 2010 and can vary from no
shares to 200% of the number of shares awarded. The target awards to the named executive officers
were as follow:
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| Executive Officer |
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Shares |
Samuel C. Scott III |
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27,000 |
Cheryl K. Beebe |
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10,200 |
Jorge L. Fiamenghi |
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8,000 |
Jack C. Fortnum |
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10,700 |
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A form of the Performance Plan Award Agreement used to document Performance Share awards made to
named executive officers under the Company’s Stock Incentive Plan is attached hereto as Exhibit
10.1 and is incorporated herein by reference.
Award of Cash Bonuses
The Committee approved the following discretionary cash bonuses to be paid currently to the
following executive officers:
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| Executive Officer |
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Position |
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Bonus |
Samuel C. Scott III
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Chairman, President and Chief Executive Officer |
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200,000 |
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Cheryl K. Beebe
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Vice President and Chief Financial Officer |
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73,000 |
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Jorge L. Fiamenghi
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Vice President and President, South America Division |
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70,000 |
(1) |
Jack C. Fortnum
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Vice President and President, North America Division |
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83,000 |
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This amount is in U.S. dollars. Mr. Fiamenghi is employed by our Brazilian subsidiary and is
paid in Brazilian Reais. His bonus will be converted to Brazilian Reais at a five-year rolling
average exchange rate at the time of payment. |
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
10.1 Form of Performance Plan Award Agreement for use in connection with awards under the
Stock Incentive Plan.
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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.
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CORN PRODUCTS INTERNATIONAL, INC.
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| Date: February 4, 2008 |
By: |
/s/ Cheryl K. Beebe |
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Cheryl K. Beebe |
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Vice President and Chief Financial Officer |
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EXHIBIT INDEX
10.1 Form of Performance Plan Award Agreement for use in connection with awards under the
Stock Incentive Plan.
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