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 6, 2007
THE GOLDFIELD CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-7525 88-0031580
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(Commission File Number) (I.R.S. Employer Identification No.)
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1684 West Hibiscus Blvd., Melbourne, Florida 32901
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(Address of Principal Executive Offices) (Zip Code)
(321) 724-1700
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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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:
|_| 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))
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Table of Contents
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Signature
Item 5.02
(e) On March 6, 2007, the Board of Directors of The Goldfield Corporation
("Goldfield" or the "Company") approved the actions of the Compensation
Committee of the Board of Directors set forth below with regard to the
compensation of John H. Sottile, Chairman, President and Chief Executive Officer
of Goldfield, Robert L. Jones, President of Southeast Power Corporation,
Goldfield's electrical construction subsidiary ("Southeast Power"), and Stephen
R. Wherry, Senior Vice President, Treasurer and Chief Financial Officer of
Goldfield, the executive officers who were named in the Summary Compensation
Table of Goldfield's 2006 Proxy Statement and who are expected to be named in
the Summary Compensation Table of Goldfield's 2007 Proxy Statement.
Annual Incentive Compensation Earned in 2006. The Compensation Committee
recommended to the Board of Directors, and the Board of Directors approved, an
annual cash bonus award in the amount of $208,071.63 for Mr. Sottile,
$366,220.12 for Mr. Jones and $51,387.16 for Mr. Wherry, in each case earned
during 2006 and paid in 2007, pursuant to The Goldfield Corporation
Performance-Based Bonus Plan. The bonus awards approved for Messrs. Sottile,
Jones and Wherry were earned based upon the Compensation Committee's assessment
of the level of performance of each of these officers with respect to the
performance measures established in and for 2006. The Board of Directors also
approved bonuses aggregating $403,245.33 for payment to certain other officers
of the Company's subsidiaries, including a bonus of $305,737.37 to be paid to an
officer of the Company's real estate subsidiary, which were recommended by the
Compensation Committee. These bonuses are subject to increase or decrease based
on audit adjustments made, if any, in connection with the finalization of the
Company's year-end financial statements.
Annual Incentive Compensation to be Earned in 2007. The Compensation Committee
recommended to the Board of Directors, and the Board of Directors approved,
bonus opportunities for Mr. Sottile, Mr. Jones and Mr. Wherry for 2007, in
accordance with the provisions of Goldfield's Performance-Based Bonus Plan,
which are consistent with those in effect for 2006. Mr. Sottile will have the
opportunity to earn a bonus award up to a maximum of 50% of his base salary, and
his bonus will be dependent upon the increase in Goldfield's share price in
2007, the increase in Goldfield's net income in 2007 and his overall executive
performance in 2007, a non-quantitative factor incorporating an evaluation by
the Compensation Committee of Mr. Sottile's leadership, strategic planning,
relationship management and human resources management. Mr. Jones will have the
opportunity to earn a bonus award, which will be calculated as a percentage of
the pre-tax earnings of Southeast Power, subject to adjustment for certain
specified items, and will not be dependent upon any other factors. Mr. Wherry
will have the opportunity to earn a bonus award up to a maximum of 30% of his
base salary, and his bonus will be dependent upon the increase in Goldfield's
net income in 2007 and his overall executive performance in 2007, a
non-quantitative factor incorporating an evaluation by the Compensation
Committee of Mr. Wherry's contributions with respect to financial management,
Goldfield's reporting and internal controls and other compliance initiatives.
2007 Base Salary Increases. The Compensation Committee recommended to the Board
of Directors, and the Board of Directors approved, an increase in the base
salary of Mr. Jones from $120,000 to $130,000, effective March 12, 2007. In
addition, in accordance with the terms of his employment contract, effective
January 1, 2007, Mr. Sottile's base salary was increased by an amount equal to
the percentage increase over the preceding twelve months in the Consumer Price
Index for all urban consumers, which resulted in a revised base salary of
$443,710.32.
Goldfield will provide additional compensation information regarding the
compensation paid to each of the named executives for the 2006 fiscal year in
Goldfield's proxy statement for the 2007 Annual Meeting of Shareholders, which
is expected to be filed with the Securities and Exchange Commission in April
2007.
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 hereunto duly authorized.
THE GOLDFIELD CORPORATION
By: /s/ Stephen R. Wherry
Name: Stephen R. Wherry
Title: Senior Vice President, Chief Financial Officer
(Principal Financial Officer), Treasurer,
Assistant Secretary and Principal Accounting
Officer
Dated: March 12, 2007