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TFM > SEC Filings for TFM > Form 8-K on 26-Mar-2013All Recent SEC Filings

Show all filings for FRESH MARKET, INC. | Request a Trial to NEW EDGAR Online Pro



Change in Directors or Principal Officers, Other Events, Financial Statements

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

Item 5.02(e): On March 20, 2013, the Board of Directors of The Fresh Market,
Inc. (the "Company") adopted The Fresh Market, Inc. Annual Incentive Compensation Program for Select Executives (the "Program") in which the Company's principal executive officer, principal financial officer, and other named executive officers participate, and which is briefly described below.

The Program awards cash bonuses to participants based upon the Company's achievement of specified performance goals in fiscal year 2013. Under the Program, a maximum amount is established for each named executive officer equal to a percentage of the Company's operating income, and the Compensation Committee of the Board of Directors of the Company is granted discretion to reduce such amounts based on the facts and circumstances as determined by the Compensation Committee, including the same financial metrics used in determining bonuses for other employees of the Company. Such metrics include the Company's operating income on an excluded items basis, the Company's total sales, and the Company's achievement of a threshold level of return on invested capital.

Awards under the Program are subject to the Company's Compensation Recoupment Policy, described in Item 8.01 of the Form 8-K filed by the Company on March 27, 2012, and the Company's 2010 Omnibus Incentive Compensation Plan.

The foregoing summary is qualified in its entirety by reference to the Program, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

Item 8.01 Other Events

On March 20, 2013, effective immediately except as otherwise specified, the Board of Directors of the Company adopted (i) amended Corporate Governance Guidelines; (ii) an amended Compensation Committee Charter; and (iii) an amended Nominating and Corporate Governance Committee Charter, each of which is briefly described below.

The amended Corporate Governance Guidelines include categorical independence standards to assist the Board of Directors in determining director independence (effective after the 2013 annual meeting of stockholders), allow for the independent directors to appoint a lead director, and make other non-material changes.

The amended Compensation Committee Charter makes modifications to the procedure for evaluating the performance and determining the compensation of the CEO which are appropriate in light of the CEO's election to the Board of Directors. It also includes criteria for evaluating the independence of compensation advisors, as well as other non-material changes. The amended Nominating and Corporate Governance Committee Charter makes non-material changes.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished herewith:

  No.        Description

10.1         The Fresh Market, Inc. Annual Incentive Compensation Program for Select

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