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| FBN > SEC Filings for FBN > Form 8-K on 8-Feb-2013 | All Recent SEC Filings |
8-Feb-2013
Termination of a Material Definitive Agreement, Change in Dire
On February 7, 2013, the Board of Directors of Furniture Brands International, Inc. (the "Company") terminated the Company's 2010 Employee Stock Purchase Plan (the "Plan") effective March 1, 2013. Under the terms of the Plan, eligible employees were entitled to purchase common stock of the Company at a price equal to 95% of the fair market value of the shares on the date of purchase. The Plan was intended to qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Internal Revenue Code.
The foregoing description does not purport to be a complete description of the rights and obligations of the Company or the participants under the Plan. The above description is qualified in its entirety by reference to the Plan, a copy of which was included in the Company's Registration Statement on Form S-8 filed with the U.S. Securities and Exchange Commission on May 6, 2010.
(b) On February 6, 2013, James M. Zimmerman informed the Board of Directors that he will not stand for reelection at the Company's Annual Stockholders Meeting to be held on May 2, 2013, due to the increased demands on his time from his other business and personal interests.
On February 7, 2013, the Board of Directors approved an amendment to the Company's By-Laws, effective as of such date, to reduce the minimum number of directors of the Company from seven to six. The foregoing description is qualified in its entirety by reference to the text of the amendment, a copy of which is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.
(d) Exhibits.
Exhibit No. Description
3.1 Amendment to the By-Laws of the Company, effective as of February 7, 2013.
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