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 earliest event reported): March 3, 2010
YANKEE HOLDING CORP.
(Exact name of registrant as specified in its charter)
Delaware | 333-141699-05 | 20-8304743 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
16 YANKEE CANDLE WAY
SOUTH DEERFIELD, MASSACHUSETTS 01373
(413) 665-8306
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
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. below):
¨ | 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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Adoption of 2010 Management Incentive Plan
On March 3, 2010, the Compensation Committee of the Board of Managers of YCC Holdings LLC (YCC Holdings) and the Boards of Directors of Yankee Holding Corp.(Holding Corp.), a wholly owned subsidiary of YCC Holdings, and The Yankee Candle Company, Inc. (the Company), a wholly owned subsidiary of Holding Corp., adopted the Companys Management Incentive Plan for fiscal year 2010 (the 2010 MIP).
The 2010 MIP is intended to serve as the annual cash-based incentive bonus component of the Companys executive compensation program. The 2010 MIP is administered by the Compensation Committee, with respect to those eligible participants who are Vice Presidents or above, and the Companys internal Salary Committee with respect to all other eligible participants.
The 2010 MIP is structured to provide a pool of incentive dollars based on the Companys attainment of certain financial and operating performance objectives for the 2010 fiscal year established and pre-approved by the Compensation Committee. The performance measures applicable to the 2010 MIP are (i) Adjusted EBITDA and (ii) Free Cash, each as defined below.
As designed, 80% of the target incentive pool will be determined by the Companys actual performance versus the pre-established Adjusted EBITDA objective (the Adjusted EBITDA Component) and 20% of the target incentive pool will be determined by the Companys actual performance versus the pre-established Free Cash objective (the Free Cash Component). The actual incentive pool for each of the Adjusted EBITDA Component and the Free Cash Component may exceed the target pool, or may be less than target, or even zero, based on the Companys actual performance versus the respective pre-approved performance objectives. The amount of the ultimate funding of each of the above components will be determined, based on the actual Company performance as compared to target, using award calibration schedules adopted by the Compensation Committee for each component and incorporated in the 2010 MIP. The Adjusted EBITDA Component and Free Cash Component are independent of one another in terms of funding the overall 2010 MIP target pool, and the actual funding of the incentive pool could exceed target, or may be less than target, or even zero, depending upon the Companys actual performance with respect to these two performance measures.
Adjusted EBITDA Component
For 2010 MIP purposes, Adjusted EBITDA is defined as net income before net interest expense, income taxes, depreciation and amortization, amortization of deferred financing costs, equity compensation expense, expenses related to the 2007 merger of the Companys predecessor with funds affiliated with Madison Dearborn Partners LLP (the Merger), any
purchase price accounting adjustments as a result of the Merger, and any other nonrecurring or similar costs as may be deemed appropriate by the Board of Directors or Compensation Committee in its discretion. The Adjusted EBITDA Component includes a full year Adjusted EBITDA minimum threshold established by the Compensation Committee (the Minimum Threshold). If the Companys actual Adjusted EBITDA performance does not at least equal the Minimum Threshold, no amounts shall be paid into the incentive pool under the Adjusted EBITDA Component.
Free Cash Component
For purposes of the 2010 MIP, Free Cash shall be defined as (i) the Companys Adjusted EBITDA less (ii) capital expenditures made during the fiscal year, interest expense paid, cash taxes paid, cash charges recorded in connection with a restructuring charge, and management fees and any related payments made to Madison Dearborn Partners; each only to the extent the same were added back or included in the Adjusted EBITDA, and (iii) increased or decreased, as the case may be, by the net change in working capital for the fiscal year.
Achievement under the Free Cash Component is designed to fund 20% of the overall 2010 MIP incentive pool. The actual funding amount under the Free Cash Component will be determined based upon a calibration schedule approved by the Compensation Committee and incorporated into the 2010 MIP, and could exceed the target, or be less or even zero, depending upon the Companys actual Free Cash performance. Funding under the Free Cash Component is separate and independent from funding under the Adjusted EBITDA Component.
Individual Awards
Each individual participants target 2010 MIP incentive bonus payment has been established by the Compensation Committee based upon input from the Chief Executive Officer (with respect to Vice Presidents and above) or the Companys internal Salary Committee (with respect to all other participants) and in each case is expressed as a percentage of the participants base salary earned in the fiscal year. Actual incentive bonus awards to be paid to individual participants under the 2010 MIP shall generally be based upon the following factors:
1. Free Cash Component: 20% of the individuals target incentive bonus will be determined based upon the Companys performance under the Free Cash Component described above. The payouts to the individual participants will be determined based upon the Companys actual Free Cash performance, using the calibration schedule established by the Compensation Committee.
2. Adjusted EBITDA Component and Individual Performance: 80% of the individuals target incentive bonus (the Adjusted EBITDA and Individual Portion) will be determined based upon a combination of (i) the Companys performance under the Adjusted EBITDA Component described above, as modified to incorporate business unit performance where applicable (see below), and (ii) individual performance. Bonus award amounts to be paid under this component will typically be determined as follows (the percentage allocations provided below with respect to each factor are those applicable to participants who are directors and above; percentages may vary slightly for participants below the director level):
Corporate Participants. For those MIP participants who do not work in one of the Companys specified business units (for example, the Companys Retail, Wholesale and Yankee Candle Europe divisions), the Adjusted EBITDA and Individual Portion of their total MIP incentive award is determined as follows: (i) 80% of such amount shall be determined by the Companys actual Adjusted EBITDA performance versus the performance objective pre-approved by the Compensation Committee and (ii) 20% of the participants target award level under the Adjusted EBITDA and Individual Portion shall be determined based on the individuals performance against his or her pre-determined key performance objectives established by his or her supervisor (and in the case of the Chief Executive Officer by the Compensation Committee) at the start of the fiscal year, combined with an overall assessment of the participants individual contributions and performance in the applicable year, longer-term potential and other considerations deemed appropriate by the Chief Executive Officer.
Business Unit Participants. For those MIP participants who do work in one of the Companys specified business units (for example, the Companys Retail, Wholesale and Yankee Candle Europe divisions), the Adjusted EBITDA and Individual Portion of their total MIP incentive award is determined as follows: (i) 40% of such amount shall be determined by the Companys actual Adjusted EBITDA performance versus the performance objective pre-approved by the Compensation Committee, (ii) 40% of such amount shall be determined by the segment profit achieved by such business unit as compared to the segment profit objectives pre-determined by the Compensation Committee (the pre-approved segment profit objectives will be aligned with the pre-approved total Company Adjusted EBITDA objective), and (iii) 20% of the participants target award level under the Adjusted EBITDA and Individual Portion shall be determined based on the individuals performance against his or her pre-determined key performance objectives established by his or her supervisor (and in the case of the Chief Executive Officer by the Compensation Committee) at the start of the fiscal year, combined with an overall assessment of the participants individual contributions and performance in the applicable year, longer-term potential and other considerations deemed appropriate by the Chief Executive Officer.
Amounts awarded under this Component with respect to Adjusted EBITDA and, where applicable, business unit segment profit, will be determined based upon the actual Adjusted EBITDA and segment profit achievement using the calibration schedules approved by the Compensation Committee.
Actual allocations of awards to individual participants shall be determined by the Chief Executive Officer and the Companys Salary Committee based on input from a participants direct manager, as well as senior management. All awards made to the Companys executive officers shall be reviewed and approved by the Compensation Committee. The Compensation Committee is also responsible for determining the annual incentive amount for the Chief Executive Officer.
The Compensation Committee has the discretion to modify all or any portion of any award as it deems necessary or appropriate. While there are no express factors which must be considered by the Compensation Committee in exercising this discretion, among the factors that may be considered by the Compensation Committee are input from the Companys Chief Executive Officer as to individual performance, the relative performance of the Company or business unit as compared to its peers or the market generally, unforeseen economic conditions, matters beyond the Companys control, other matters or conditions not foreseen at the time the segment profit target was established, the prior history of MIP payouts, the current status of the Companys total cash and total direct compensation in relation to its peer group, retention concerns and other matters that the Compensation Committee may deem appropriate.
SIGNATURES
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 thereunto duly authorized.
Dated: March 9, 2010
YANKEE HOLDING CORP. |
(Registrant) |
/s/ Harlan M. Kent |
Chief Executive Officer |