UNITED STATES

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): February 14, 2012


The Boston Beer Company, Inc.

(Exact name of registrant as specified in its charter)


Massachusetts
(State or other jurisdiction
of incorporation)

001-14092
(Commission
File Number)

04-3284048
(IRS Employer
Identification No.)

 

 

 

One Design Center Place, Boston, MA
(Address of principal executive offices)

02210
(Zip Code)


Registrant's telephone number, including area code (617) 368-5000


Check the appropriate box below if the Form 8-K 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.


At its meeting on February 14, 2012, the Compensation Committee of the Company’s Board of Directors approved payment of bonuses earned in 2011 and set 2012 base salaries for the Company’s Chief Executive Officer, Martin F. Roper, its Chairman, C. James Koch, and other named executive officers of the Company.


Bonuses for 2011 Performance


The Committee approved the following bonuses for the Chief Executive Officer, the Chairman, and the other named executive officers of the Company, based on the Committee’s assessment of their respective achievement against the 2010 performance targets and overall performance of the Company previously set by the Committee:



Name


Title

Bonus
Awarded

Percent of
Potential

 

 

 

 

Martin F. Roper

President and CEO

$224,160

40%

C. James Koch

Chairman

$153,000

40%

William F. Urich

Treasurer and CFO

$159,775

83%

John C. Geist

Vice President of Sales

$100,800

60%

Thomas W. Lance

Vice President of Operations

$136,738

80%


Salaries for 2012


The Committee approved base salaries for the Chief Executive Officer, the Chairman, and the other named executive officers of the Company as follows:



Name


Title

Base Salary
for 2011

Percent
Increase

 

 

 

 

Martin F. Roper

President and CEO

$714,500

2.0%

C. James Koch

Chairman

$390,000

2.0%

William F. Urich

Treasurer and CFO

$396,000

2.9%

John C. Geist

Vice President of Sales

$355,000

5.7%

Thomas W. Lance

Vice President of Operations

$348,000

3.0%





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Item 8.01.

Other Events.


Acting upon the recommendation of the Compensation Committee, the Board of Directors of the Company has unanimously changed its equity-based compensation arrangements for non-employee Directors. Effective as of the 2012 Annual Meeting, each non-employee Director upon re-election to the Board at the Annual Meeting will be granted an option to purchase shares of the Company’s Class A Common Stock having an approximate dollar value at the time of grant of $115,000, rather than a the current arrangement of a grant of 5,000 shares of the Company’s Class A Common Stock.  In addition, the two initial options granted to non-employee Directors joining the Board of Directors for the first time will also be determined based on an approximate dollar value of $115,000 as of the date of grant, but the initial annual grant will be pro-rated if the newly-elected Director is elected at a time other than at the Company’s Annual Meeting. This arrangement will be next subject to review in 2014. Non-employee Director fees payable in cash remain unchanged.





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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.


 

The Boston Beer Company, Inc.
(Registrant)

 

 

Date: February 17, 2012

/s/ William F. Urich

 

William F. Urich

 

Chief Financial Officer

 

(Signature)*


*Print name and title of the signing officer under his signature.




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