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 1, 2005
--------------------------------
MASCO CORPORATION
(Exact name of Registrant as Specified in Charter)
DELAWARE 1-5794 38-1794485
-------- ------ ----------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
21001 VAN BORN ROAD, TAYLOR, MICHIGAN 48180
------------------------------------- -----
(Address of Principal Executive Offices) (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:
[ ] 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
Effective January 1, 2005, the vesting schedule of restricted stock
awards granted and to be granted under the 1991 Long Term Stock Incentive Plan
is being revised. Under the revised schedule, effective January 1 of the
calendar year in which a participant attains age 66, restricted stock awards
with more than five annual installments remaining to vest will be accelerated so
that shares that would otherwise vest beyond the next five annual installments
will vest evenly in whole shares on the next five original vesting dates. This
revision applies to all participants (including the named executive officers),
except for existing awards to Richard A. Manoogian, the Chairman and Chief
Executive Officer.
ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1 Form of amendment to existing Restricted Stock Award
Agreements under the Masco Corporation 1991 Long Term Stock
Incentive Plan.
10.2 Form of award under the Masco Corporation 1991 Long Term Stock
Incentive Plan, Restricted Stock Award Agreement.
SIGNATURE
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 thereunto duly authorized.
MASCO CORPORATION
By: /s/ Timothy Wadhams
-------------------------------
Name: Timothy Wadhams
Title: Senior Vice President and
Chief Financial Officer
January 6, 2005
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
10.1 Form of amendment to existing Restricted Stock Award Agreements under
the Masco Corporation 1991 Long Term Stock Incentive Plan.
10.2 Form of award under the Masco Corporation 1991 Long Term Stock
Incentive Plan, Restricted Stock Award Agreement.