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CLCT > SEC Filings for CLCT > Form 8-K on 4-Jan-2013All Recent SEC Filings

Show all filings for COLLECTORS UNIVERSE INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for COLLECTORS UNIVERSE INC


4-Jan-2013

Change in Directors or Principal Officers


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Adoption of Compensatory Arrangements of Certain Officers.

On December 28, 2012, the Compensation Committee of the Board of Directors of Collectors Universe, Inc. (the "Company"), adopted a long term performance-based equity incentive program for its Chief Executive Officer, Robert G. Deuster, and its Chief Financial Officer, Joseph J. Wallace. The primary purposes of the Program are (i) to focus executive management on achieving substantial increases in the Company's operating income, and thereby increase internally generated cash flows, and (ii) to align the longer term financial interests of executive management with the longer term interests of the Company's stockholders. For purposes of this Program, operating income is defined as the Company's operating income before non-cash stock based compensation expense.

Under this Program, the Compensation Committee has granted 108,880 shares of restricted stock to Mr. Deuster and 40,830 shares of restricted stock to Mr. Wallace pursuant to the Company's stockholder-approved 2006 Equity Incentive Plan (the "2006 Plan"). The vesting of those shares of restricted stock (the "restricted shares") is conditioned on the Company's achievement, during a six year period commencing with fiscal 2013 and continuing through the fiscal year ending June 30, 2018, of increasing annual operating income goals, as indicated in the table below:

                                                               Percent of
                                                              Shares Vested
     If in any fiscal year during the term of the Program:
     The Threshold Performance Goal is Achieved                           10 %
     Intermediate Performance Goal #1 is Achieved                         25 %
     Intermediate Performance Goal #2 is Achieved                         45 %
     Intermediate Performance Goal #3 is Achieved                         70 %
     The Maximum Performance Goal is Achieved                            100 %

For example, if the Threshold Performance Goal is achieved in the fiscal year ending June 30, 2013, then 10% of the restricted shares would become vested; and, if in the following fiscal year Intermediate Performance Goal #3 was achieved (which means that Intermediate Performance Goals #1 and #2 would also have been achieved), then, an additional 60% of the restricted shares (for a cumulative total of 70% of the restricted shares) would become vested. An additional 30% of the restricted shares (for a cumulative total of 100% of the restricted shares) would become vested if the Maximum Performance Goal is achieved in any of the then remaining fiscal years of the Program.

On the other hand, if the Company never achieves the Threshold Performance Goal during the term of the Program, all of the restricted shares will be forfeited effective June 30, 2018. If, instead, the Threshold Performance Goal is achieved or exceeded, but the Maximum Performance Goal is not achieved during the term of the Program, the then unvested shares will be forfeited effective June 30, 2018.

As an additional incentive, this Program also provides that Messrs. Deuster and Wallace may earn additional shares, totaling 25% of the restricted shares granted to them under this Program, if the Maximum Performance Goal is achieved in any fiscal year ending on or before June 30, 2015.

The Compensation Committee had intended to grant a total of 200,000 restricted shares to Mr. Deuster and a total of 75,000 restricted shares to Mr. Wallace under this performance-based equity incentive program. However, it was not able to do so, because there were not a sufficient number of shares available for such grants under the 2006 Plan. As a result, the Compensation Committee expects to approve grants of additional restricted shares to Messrs. Deuster and Wallace under this Program, if the Board of Directors adopts a new equity incentive plan and that plan is approved by the Company's stockholders at the its next Annual Meeting, which is scheduled to be held in December 2013. The additional number of restricted shares to be granted at that time has not yet been determined, but could be as many as 91,120 additional shares for Mr. Deuster and 34,170 additional shares for Mr. Wallace.


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