SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 9, 2013
(Exact name of registrant as specified in its charter)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2b)
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers
On January 9, 2013, the Compensation Committee of the Board of Directors of EnergySolutions, Inc. (the Company) approved retention awards in the following amounts to the named executive officers set forth below:
The retention awards were approved in connection with the Companys recently announced agreement to consummate a merger with a subsidiary of Rockwell Holdco, Inc., an affiliate of Energy Capital Partners, a leading private equity firm focused on investing in North Americas energy infrastructure, (the Merger) and will be granted pursuant to a retention award letter, substantially in the form filed with this Form 8-K. Subject to any required tax withholdings, the awards will be paid upon and subject to the closing of the Merger and the aforementioned officers employment with the Company through the date of the closing of the Merger.
Additional information regarding the Merger and a copy of the merger agreement can be found on the Companys Current Report on Form 8-K filed on January 8, 2013.
Item 9.01 Financial Statements and Exhibits.
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.
Date: January 15, 2013