UNITED
STATES
SECURITIES
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): March 14,
2007
ROWAN
COMPANIES, INC.
(Exact
name of registrant as specified in its charter)
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DELAWARE
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1-5491
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75-0759420
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(State or other
jurisdiction
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(Commission file
Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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2800 POST OAK BOULEVARD
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SUITE 5450
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HOUSTON, TEXAS
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77056-6127
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(Address
of principal executive offices)
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(zip
code)
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(713)
621-7800
(Registrant’s
telephone number, including area code)
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:
[
] 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
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.
On
March
13, 2007, the Compensation Committee (the “Committee”) met and made the
following recommendations regarding compensation to certain of the Company’s
executive officers. The Committee’s recommendations were approved by the Board
of Directors in its March 14, 2007 meeting.
Short-Term
Incentive Compensation Award for Fiscal 2006
The
following bonus awards for fiscal 2006 were approved and are
to be paid in cash
before April 1, 2007. These amounts are in addition to profit
sharing amounts
paid in January 2007 and reported on Current Report on Form 8-K
dated January
25, 2007.
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Name
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Title
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Cash
Bonus
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Daniel
F. McNease
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Chairman,
President and Chief Executive Officer
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$516,666.66
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Robert
G. Croyle
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Vice
Chairman and Chief Administrative Officer (1)
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$322,833.33
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John
L. Buvens, Jr.
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Executive
Vice President, Legal
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$162,266.66
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Mark
A. Keller
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Executive
Vice President, Business Development
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$162,599.98
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David
P. Russell
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Executive
Vice President, Drilling Operations
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$163,266.66
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William
H. Wells
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Vice
President, Finance and Chief Financial
Officer
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$161,083.31
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__________________________________________________
(1)
Mr. Croyle retired from the Company on December 31, 2006.
Base
Salary Adjustments for 2007
The
following new base salaries were approved and are effective as of April
1, 2007.
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Name
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Title
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New
Base Salary
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Daniel
F. McNease
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Chairman,
President and Chief Executive Officer
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$750,000
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John
L. Buvens, Jr.
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Executive
Vice President, Legal
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$294,000
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Mark
A. Keller
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Executive
Vice President, Business Development
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$325,000
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David
P. Russell
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Executive
Vice President, Drilling Operations
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$340,000
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William
H. Wells
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Vice
President, Finance and Chief Financial
Officer
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$289,000
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Short-Term
Incentive Compensation Award for Fiscal 2007
The
Company’s two integrated 2007 short-term incentive compensation plans (a
broad-based profit sharing plan and a targeted bonus plan) were also
reviewed by
the Committee. Any awards under the Bonus Plan will only be made after
the
Profit Sharing Plan has been fully paid.
As
in
2006, the 2007 short-term incentive compensation performance goals
are based in
part on the results of the Company’s drilling operations, specifically, the
percentage of EBITDA return on revenues in excess of a minimum threshold
(with
respect to the Profit Sharing Plan) and relative to budget (with respect
to the
Bonus Plan).
-2-
Each
participant in the Bonus Plan has an aggregate incentive
target that is a percentage of the participant’s base salary. The terms of the
plan are the same as fiscal 2006 as described in Current Report on Form 8-K
dated April 28, 2006, provided that the EBITDA goal used for both plans was
revised for 2007.
The
following officers have the aggregate incentive targets set
forth below.
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Name
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Title
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Target
Bonus as % of Base Salary
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Daniel
F. McNease
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Chairman,
President and Chief Executive Officer
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75%
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John
L. Buvens, Jr.
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Executive
Vice President - Legal
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55%
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Mark
A. Keller
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Executive
Vice President - Business Development
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55%
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David
P. Russell
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Executive
Vice President - Drilling Operations
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60%
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William
H. Wells
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Vice
President - Finance and Chief Financial Officer
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55%
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A
summary of each of the Profit Sharing Plan and Bonus Plan was filed
as Exhibit 10.1 to Current Report on Form 8-K dated April 28, 2006 and is
hereby
incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits
(c)
Exhibits
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Exhibit
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Number
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Exhibit
Description
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Exhibit
10.1
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2006
Short-Term Incentive Plans: Profit Sharing Plan and Bonus Plan
(incorporated herein by reference to Exhibit 10.1 to the Registrant's
Current Report on Form 8-K dated April 28, 2006).
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-3-
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.
ROWAN
COMPANIES,
INC.
By: ___/s/ William H. Wells___________
William H. Wells
Vice President - Finance and Chief Financial Officer
(Principal Financial Officer)
Dated:
March 19, 2007
-4-