SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
January 19, 2006 (January 12, 2006)
Date of Report (Date of earliest event reported)
REDHOOK ALE BREWERY, INCORPORATED
(Exact Name of Registrant as Specified in Charter)
Washington 0-26542 91-1141254
(State or Other Jurisdiction (Commission file number) (I.R.S. Employer
of Incorporation) Identification No.)
14300 NE 145th Street, Suite 210
Woodinville, Washington 98072
(Address of Principal Executive Offices, Zip Code)
(425) 483-3232
(Registrant's Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
[] 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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Item 1.01. Entry into a Material Definitive Agreement
Director Compensation
On January 12, 2006, the Compensation Committee of the Redhook Ale Brewery,
Incorporated ("the Company") approved several changes to the compensation paid
to the non-employee directors of the Company, effective January 1, 2006. Each
non-employee director will receive annual compensation of $10,000, which will be
paid quarterly. The Chair of each of the Nominating and Governance, Audit,
Marketing and Compensation Committees will receive additional annual
compensation of $4,000, representing an increase of $1,500 from 2005
compensation, which will be paid following the Annual Meeting of Shareholders.
Each Audit Committee member, other than the Chair, will receive an additional
annual payment of $1,000.
In addition, on an annual basis, each non-employee director (other than
Anheuser-Busch, Incorporated Designated directors) will receive a grant of 3,500
shares of common stock of the Company. The stock grant will be awarded upon a
director's election to the Board following the Company's Annual Meeting of
Shareholders. The non-employee directors will no longer participate in the 2002
Stock Option Plan.
Executive Officer Compensation
On January 12, 2006, the Company's Compensation Committee approved cash bonuses
for services rendered in 2005 to each of the Company's named executive officers,
as that term is defined in Item 402(a)(3) of Regulation S-K. The amount of cash
bonuses approved by the Compensation Committee is set forth in the table below.
The following table sets forth the 2005 cash bonuses awarded to each of the
Company's named executive officers and the 2006 base salaries for each of the
Company's named executive officers:
Name Title 2005 Cash Bonus 2006 Salary
---- ----- --------------- -----------
Paul S. Shipman Chairman of the Board, Chief $37,500 $257,500(1)
Executive Officer
David J. Mickelson President, Chief Financial
Officer, Chief Operating $16,500 $191,580(1)
Officer
Gerald C. Prial Vice President - Sales and
Eastern Operations $10,000 $165,375
Allen L. Triplett Vice President - Brewing $10,000 $165,375
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(1) Represents a three percent increase from 2005 salary, retroactive to
January 1, 2006.
The Company also pays a monthly car allowance. In 2005, the Company made $10,200
in car allowance payments to each of its named executive officers.
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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.
REDHOOK ALE BREWERY, INCORPORATED
Dated: January 19, 2006 By: s/ LORRI L. JONES
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Lorri L. Jones
Principal Accounting Officer
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