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HOFT > SEC Filings for HOFT > Form 8-K/A on 16-May-2014All Recent SEC Filings

Show all filings for HOOKER FURNITURE CORP

Form 8-K/A for HOOKER FURNITURE CORP


16-May-2014

Change in Directors or Principal Officers, Financial Statements and Exhib


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

On April 15, 2014, the Compensation Committee of the Board of Directors of Hooker Furniture Corporation (the "Company") approved annual base salaries, annual cash incentives and long-term incentive awards for the Company's executive officers.

Annual Base Salary

The base salary for each executive officer for the 2014 calendar year will be:

                                                                   Base Salary
  Paul B. Toms, Jr., Chairman and CEO                             $     370,000
  Paul A. Huckfeldt, Senior VP - Finance and Accounting and CFO         214,500
  Michael W. Delgatti, Jr., President                                   300,000
  Anne M. Jacobsen, Senior VP-Administration                            175,000

Annual Cash Incentives

The annual cash incentive for each executive officer for the Company's 2015 fiscal year, which ends February 1, 2015, will be paid if the Company attains 70% or more of its budgeted fiscal 2015 consolidated net income target, as approved by the Board of Directors. Each executive officer is eligible to receive a percentage of the executive's calendar 2014 base salary, with no cash bonus paid if the Company fails to reach at least 70% of the budgeted consolidated net income target and a maximum cash bonus paid if the Company reaches 150% or more of target consolidated net income. The annual cash incentive potential, expressed as a percentage of annual base salary, for each of the executive officers is as follows:

                                                                   If the Company Attains:
                                                                                                                     150% or More
                             70% of Target         85% of Target         100% of Target         125% of Target         of Target
                              Net Income            Net Income             Net Income             Net Income          Net Income
Paul B. Toms, Jr.                         25 %                  38 %                   50 %                   67 %              84 %
Paul A. Huckfeldt                         20 %                  30 %                   40 %                   53 %              67 %
Michael W. Delgatti, Jr.                  23 %                  34 %                   45 %                   60 %              75 %
Anne M. Jacobsen                          20 %                  30 %                   40 %                   53 %              67 %


Long-Term Incentive Awards

Time-Based Restricted Stock Units (RSUs). Each time-based RSU entitles the executive officer to receive one share of the Company's common stock if the executive remains continuously employed with the Company through the end of a three-year service period that ends April 15, 2017. At the discretion of the Committee, the RSUs may be paid in shares of the Company's common stock, cash (based on the fair market value of a share of the Company's common stock on the date payment is made), or both. In addition to the service-based vesting requirement, 100% of an executive officer's RSUs will vest upon a change of control of the Company and a prorated number of the RSUs will vest upon the death, disability or retirement of the executive officer.

The number of RSUs awarded to each executive officer is set forth in the table below.

                                                   Number
                           Executive Officer      of RSUs
                        Paul B. Toms, Jr.                0
                        Paul A. Huckfeldt            1,826
                        Michael W. Delgatti, Jr      4,255
                        Anne M. Jacobsen             1,241

Performance Grants. Each performance grant entitles the executive officer to receive a payment based on the achievement of two specified performance conditions. The payout will be the sum of two amounts, based on the Company's absolute and relative EPS growth over a three-year performance period that began February 3, 2014 and ends January 31, 2017. At the discretion of the Committee, the payout can be made in cash, shares of the Company's common stock (based on the fair market value of a share of the Company's common stock on the date payment is made), or both. The executive officer also must remain continuously employed with the Company through the end of the performance period to be eligible for a payment.

The payment for each executive officer under the executive's performance grant will be the sum of the following amounts:

a. An amount set forth in the table below based on the growth of the Company's fully diluted earnings per share from continuing operations ("EPS") over the performance period. The Company's EPS growth must be at least 5% over the performance period for a payment to be made.

                                               Payout Amount Based on
                                        EPS Growth (%) for Performance Period
   Executive Officer          5%          10%           15%           20%           25%
Paul B. Toms, Jr.          $ 27,750     $ 83,250     $ 111,000     $ 138,750     $ 166,500
Paul A. Huckfeldt            12,870       38,610        51,480        64,350        77,200
Michael W. Delgatti, Jr.     15,003       45,009        60,012        75,015        90,018
Anne M. Jacobsen              8,750       26,250        35,000        43,750        52,500


b. An amount set forth in the table below based on the growth of the Company's EPS over the performance period relative to a group of specified peer companies. However, if the Company's EPS growth is not positive for the performance period, this payment will be capped at the amount for the 50th percentile.

                                                                     Payout Amount Based on
                                                           Relative EPS Growth for Performance Period
                                                                              50th
                                                                          percentile,
                                                                              but                Equal to or
                                                     Less than           less than 75th       greater than 75th
              Executive Officer                   50th percentile          percentile             percentile
Paul B. Toms, Jr.                                $               0       $      111,000       $          166,500
Paul A. Huckfeldt                                                0               51,480                   77,200
Michael W. Delgatti, Jr.                                         0               59,994                   89,991
Anne M. Jacobsen                                                 0               35,000                   52,500

In addition, a payment will be made to an executive officer under each performance grant upon a change of control of the Company, consistent with attaining 15% EPS growth and relative EPS growth at the 50th percentile for the performance period, or a prorated amount following the death, disability or retirement of the executive officer as described in the executive officer's grant agreement.

The terms of the time-based RSUs and the performance grants are more completely described in the respective forms of grant agreements filed as exhibits to the Company's Current Report on Form 8-K filed with the SEC on February 13, 2012, and which are incorporated by reference into this Item 5.02.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1. Form of Time-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 13, 2012)

Exhibit 10.2. Form of Performance Grant Agreement (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on February 13, 2012)


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