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
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Date of Report (Date of earliest event reported):
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June 4, 2007 |
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Merrill Lynch & Co., Inc.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware
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1-7182
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13-2740599 |
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(State or Other
Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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| 4 World Financial Center, New York, New York
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10080 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
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| Registrant’s telephone number, including area code:
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(212) 449-1000 |
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(Former Name or Former Address, if Changed Since Last Report.)
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:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
Each year, Merrill Lynch & Co., Inc. (“Merrill Lynch”) offers certain employees who are integral to
the success of its business the opportunity to elect to defer compensation in excess of certain
thresholds to provide those individuals with the flexibility of meeting their future income needs.
This year, employees of Merrill Lynch whose compensation exceeds $300,000 annually are being
offered the opportunity to participate in the Merrill Lynch 2008 Deferred Compensation Plan for a
Select Group of Eligible Employees (the “Plan”). Among those employees offered the opportunity to
elect to defer under the Plan are the executive officers of Merrill Lynch including those executive
officers named in the Company’s Proxy Statement for its 2007 Annual Meeting of Shareholders. The
terms of the annual deferred compensation plans remain substantially similar from year to year.
Employees have the option of electing whether or not to participate in the Plan.
Under the Plan, Merrill Lynch gives employees who are eligible the opportunity to enter into
agreements to defer a specified percentage of their compensation or a specified dollar amount.
Compensation that may be deferred is cash incentive compensation, commission compensation, a
sign-on bonus, or other types of compensation.
Employees who elect to participate can defer all or a portion of their performance-based cash
incentive compensation expected to be received in January of 2008 or, in the case of the Merrill
Lynch’s Financial Advisors, commission compensation paid after January 1, 2008. Employees may elect
to defer compensation until a specified date or until retirement from service (except that in the
case of Merrill Lynch’s key employees, such election must be six months following retirement).
Employees may elect to receive deferred payments in a lump sum or in up to 15 annual installments.
Once the deferral has been made, deferred amounts are recorded in a notional account maintained by
Merrill Lynch. Amounts in the notional account are adjusted upward or downward to reflect the
performance of return indexes chosen by the participant.
Merrill Lynch charges executive officer participants an annual fee on deferred amounts to defray
the cost of the Plan to the company. As long as an executive officer’s deferred amounts remain
subject to the Plan, the annual fee will be applied, at the end of each fiscal year, to his or her
original deferred amounts. This fee is paid to offset Merrill Lynch’s delayed tax deduction with
respect to the deferred amounts.
The obligations of Merrill Lynch to pay deferred compensation under the Plan are unsecured general
obligations of Merrill Lynch, and will rank equally with other unsecured indebtedness of Merrill
Lynch that is outstanding from time to time.
The obligations of Merrill Lynch to pay the deferred compensation participants are registered on an
S-8 registration statement filed with the Securities and Exchange Commission on May 12, 2007. The
Plan is an exhibit to that Registration Statement.
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