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): January 25,
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
|
|
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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)
|
(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
1.01 Entry into a Material Definitive Agreement
Profit
Sharing Payout for Fiscal 2006
On
April
26, 2006, the Compensation Committee of the Board of Directors
established
certain performance goals for the Company’s officers and key employees for
fiscal 2006 under a broad based profit sharing plan (the “Profit Sharing Plan”).
The goals were based on the percentage of EBITDA (earnings before
interest,
taxes, depreciation and amortization) return on revenues in excess
of a minimum
threshold for the Company’s drilling operations.
On
January 18, 2007, the Board of Directors approved the payment of
the Company’s
profit sharing plan in accordance with its terms for fiscal year
2006. The 2006
Profit Sharing Plan payout is at its maximum given that the Company’s operating
results are expected to far exceed the highest threshold of 35%
of EBITDA margin
in 2006. The total pool is approximately $6.8 million, and will
be paid to
approximately 380 employees. Under the terms of the Profit Sharing
Plan, each
eligible employee will receive the maximum (20% of his or her base
pay).
The
table
below reflects the payments to be made to certain executive officers
under the
plan. Payment will be made in cash and is expected to be paid before
January 26,
2007.
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Name
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Title
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Profit
Sharing Bonus
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Daniel
F. McNease
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Chairman,
President and Chief Executive Officer
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$113,333.34
|
|
|
|
|
|
|
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Robert
G. Croyle
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|
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Vice
Chairman and Chief Administrative Officer
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$86,666.67
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|
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|
|
|
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John
L. Buvens, Jr.
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Executive
Vice President, Legal
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$53,333.34
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Mark
A. Keller
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Executive
Vice President, Business Development
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$53,000.02
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David
P. Russell
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Executive
Vice President, Drilling
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$52,333.34
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William
H. Wells
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Vice
President, Finance and Chief Financial
Officer
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$50,666.69
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Restricted
Stock Awards - Directors
On
January 17, 2007, the Compensation Committee approved the grant
of 1,000
restricted stock units (“RSUs”) under the Company’s Long-Term Incentive Plan to
each of Mr. Robert G. Croyle and Mr. Robert E. Kramek. The Board
approved such
grants on January 18, 2007. Mr. Croyle recently retired as an
employee of the
Company but remains as a director. Mr. Robert E. Kramek was elected
to the Board
on January 18, 2007. Under the terms of the RSU grant, the units
become fully
vested on the date of our next Annual Meeting of Stockholders,
but are payable
in stock or cash only upon termination of service.
The
Long-Term Incentive Plan was filed via Form 8-K on May 10, 2005
and is
incorporated herein by reference.
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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:
January 25, 2007
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