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): May 8,
2007
ROWAN
COMPANIES, INC.
(Exact
name of registrant as specified in its charter)
|
DELAWARE
|
1-5491
|
75-0759420
|
|
(State or other
jurisdiction
|
(Commission file
Number)
|
(IRS
Employer
|
|
of
incorporation)
|
|
Identification
No.)
|
|
2800 POST OAK BOULEVARD
|
|
|
SUITE 5450
|
|
|
HOUSTON, TEXAS
|
77056-6127
|
|
(Address
of principal executive offices)
|
(zip
code)
|
(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
May 7,
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 May 8, 2007 meeting.
2007
Short-term Incentive Target for Mr. McNease
The
Company filed a Current Report on Form 8-K dated March 14, 2007 that
disclosed
the terms of the 2007 short-term incentive compensation plan for the
fiscal year
2007. At that time, it was reported that the aggregate inventive target
for Mr.
McNease, the Company’s Chairman and CEO, was 75% of base salary. The Committee
has now completed its review of Mr. McNease’s compensation package and such
target has been increased to 100% of base salary.
Long-Term
Incentive Compensation Plan for Fiscal 2007
The
Committee and the Board approved awards of restricted stock to certain
of the
Company’s officers under the 2005 Rowan Companies, Inc. Long-Term Incentive
Plan
(the “LTIP”) and established performance criteria governing the potential award
of additional common stock (the “Performance Shares”). Restricted stock awards
cliff vest at the end of the third year from the date of grant in the
case of
Mr. McNease, and ratably over a three-year service period for all other
officers.
|
Name
|
Title
|
Shares
of
Restricted
Stock
|
Restricted
Stock
Value(1)
|
|
|
Daniel F. McNease
|
Chairman,
President and Chief Executive Officer
|
34,590
|
$1,290,899
|
|
|
David
P. Russell
|
Executive
Vice President - Drilling Operations
|
12,477
|
$465,642
|
|
|
Mark
A. Keller
|
Executive
Vice President - Business Development
|
10,734
|
$400,593
|
|
|
John
L. Buvens, Jr.
|
Executive
Vice President - Legal
|
9,711
|
$362,415
|
|
|
William
H. Wells
|
Vice
President - Finance and Chief Financial Officer
|
9,546
|
$356,257
|
|
__________________
|
(1)
|
Amount
is based upon the last reported sales price of Rowan's
common stock on the NYSE on May 8, 2007 of
$37.32.
|
The
number of Performance Shares ultimately awarded, if any, is contingent
upon the
Company’s achievement of the following two metrics: (1) 50% will be determined
based on total shareholder return over the three-year period ending
on May 8,
2010, relative to a peer group of public companies comparable to the
Company;
and (2) 50 % will be determined based on average annual return on capital
employed over the three-year period ending on May 8, 2010 against a
goal
approved by the Committee and Board. Performance Shares awarded to
the
individuals listed above can range from zero to 200% of a predetermined
target,
with the maximum awards as follows: McNease - 74,256 shares, Russell
- 26,784
shares, Keller - 23,052 shares, Buvens - 20,844 shares, and Wells -
20,496
shares.
-2-
2007
Awards - Non-Employee Directors
On
May 8,
2007, certain non-employee directors of the Company received a grant
of
Restricted Stock Units under the LTIP. The units become fully vested as of
the date of the Company’s next annual meeting of stockholders, but are payable
in stock or cash only upon termination of service.
|
Name
|
|
Number
of Units
|
|
|
Grant
- Value (1)
|
|
Robert
G. Croyle
|
3,000
|
$
|
111,960
|
||
|
William
T. Fox
|
|
3,000
|
|
111,960
|
|
|
Sir
Graham Hearne
|
|
3,000
|
|
|
111,960
|
|
John
R. Huff
|
|
3,000
|
|
|
111,960
|
|
Robert
E. Kramek
|
3,000
|
111,960
|
|||
|
Frederick
R. Lausen
|
|
3,000
|
|
|
111,960
|
|
H.
E. Lentz
|
|
3,000
|
|
|
111,960
|
|
Lord
Moynihan
|
|
3,000
|
|
|
111,960
|
|
P.
Dexter Peacock
|
3,000
|
111,960
|
_________________
| (1) |
Amount
is based upon the last reported sales price of Rowan's common
stock on the
NYSE on May 8, 2007 of $37.32.
|
The
LTIP
was filed on Form 8-K on May 10, 2005 and is incorporated herein by
reference.
-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:
May 14, 2007
-4-