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) December 21, 2007
Masco Corporation
(Exact name of Registrant as Specified in Charter)
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| Delaware
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1-5794
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38-1794485 |
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| (State or Other Jurisdiction
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(Commission File Number)
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(IRS Employer |
| of Incorporation)
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Identification No.) |
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| 21001 Van Born Road, Taylor, Michigan
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48180 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(313) 274-7400
Registrant’s telephone number, including area code
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))
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
In early December 2007, the Organization and Compensation Committee of the Board of Directors of
Masco Corporation authorized the Company to enter into an unfunded supplemental executive
retirement and disability plan with John G. Sznewajs, the Company’s Vice President, Treasurer and
Chief Financial Officer. The Plan, similar to Plans extended to a number of the Company’s senior
executives, supplements benefits that Mr. Sznewajs would otherwise receive upon retirement on or
after age 65 and provides annually for life an amount which, when integrated with benefits from our
other retirement plans equals up to 60% (based on an accrual rate of 4% per year for up to 15 years
of service) of the average of the highest three years’ cash compensation received from the Company
(base salary and regular year-end cash bonus, not in excess of 60% of that year’s maximum bonus
opportunity).
This Plan provides for no early retirement benefit prior to age 65, and benefits under the
Plan are not payable in a lump sum, other than in the case of a change in control. If Mr.
Sznewajs’ employment is terminated before age 65, he would be entitled to receive an accrued
benefit reduced by a vesting schedule that provides for no more than 50% vesting upon attainment of
age 50 and 100% vesting no earlier than age 60. Such vested benefit is not payable until age 65
and is subject to certain offsets for amounts earned from prior or future employers.
The Plan provides a disability benefit payable until age 65 (integrated with Company paid
long-term disability insurance) and equal to 60% of the annual salary and bonus (up to 60%) in
effect at the time of disability. At age 65, payments revert to a calculation based on the high
three year average compensation and the benefit percentage earned at the time of disability,
increased (if less than 60%) by the period of disability. The Plan also provides a reduced benefit
for a surviving spouse and supplemental medical benefits.
Benefits payable under the Supplemental Executive Retirement Plans are reduced by integration
with Company-funded benefits under the Company’s other retirement plans (as well as, in most cases, by
offsets for benefits payable by reason of prior employment). Consequently, amounts payable under
the Company’s qualified Pension Plan, the qualified profit sharing plan and both the defined benefit and
defined contribution portions of the Benefits Restoration Plan reduce the benefits otherwise
payable pursuant to the Company’s Supplemental Executive Retirement Plans.
Mr.
Sznewajs’ Plan is attached hereto as Exhibit 99 and is incorporated herein by reference.