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 the earliest event reported)
May 23, 2006
Titanium Metals Corporation
(Exact name of Registrant as specified in its charter)
Delaware 0-28538 13-5630895
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
5430 LJB Freeway, Suite 1700, Dallas, Texas 75240-2697
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(972) 233-1700
(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 (see General Instruction A.2):
[ ] 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))
Item 1.01 Entry into Material Definitive Agreement
(a) On May 23, 2006 the board of directors of the registrant amended the
registrant's 1996 Non-Employee Director Compensation Plan to increase from
$5,000 to $10,000 the annual cash retainers paid on a quarterly pro rata basis
to the members of the registrant's audit committee and increase from $5,000 to
$10,000 the additional annual cash retainers paid on a quarterly pro rata basis
to the chairman of the audit committee or the audit committee financial expert
(as defined by the regulations of the U.S. Securities and Exchange Commission).
Section 2(p) of the plan was amended and restated as follows:
(p) "Retainer" shall mean an annual retainer paid in quarterly
installments to Eligible Directors which shall be comprised of $20,000 in
cash, plus a variable number of shares of Stock to be determined in
accordance with the following schedule:
RANGE OF CLOSING PRICE PER NUMBER OF SHARES IN ANNUAL
SHARE ON THE DATE OF GRANT RETAINER STOCK GRANT
----------------------------- ----------------------------
Over $20 500 shares
$10 to $20 1,000 shares
$5 to $9.99 1,500 shares
Under $5 2,000 shares
For service on Board committees, Eligible Directors shall be paid an
annual cash retainer in accordance with the following schedule, with each
such retainer to be payable in quarterly installments on the same dates as
the cash portion of the annual Retainer for Board service is paid:
COMMITTEE OR POSITION ANNUAL RETAINER
-------------------------------- ------------------------
Audit Committee Member........... $10,000
Audit Committee Chairman or
Financial Expert*................ $10,000**
Members of All Other Committees.. $2,000
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* Provided, that if one person serves in both capacities only one such annual
retainer shall be paid to that person.
** In addition to the audit committee member retainer.
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.
Titanium Metals Corporation
(Registrant)
By: /s/ A. Andrew R. Louis
----------------------------
A. Andrew R. Louis
Secretary
Date: July 28, 2006