Attached files
file | filename |
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EX-10.2 - EX-10.2 - FBI WIND DOWN, INC. | c58141exv10w2.htm |
EX-10.5 - EX-10.5 - FBI WIND DOWN, INC. | c58141exv10w5.htm |
EX-10.6 - EX-10.6 - FBI WIND DOWN, INC. | c58141exv10w6.htm |
EX-10.3 - EX-10.3 - FBI WIND DOWN, INC. | c58141exv10w3.htm |
EX-10.4 - EX-10.4 - FBI WIND DOWN, INC. | c58141exv10w4.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): May 6, 2010
FURNITURE BRANDS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) |
001-00091 (Commission File Number) |
43-0337683 (I.R.S. Employer Identification No.) |
1 North Brentwood Blvd., St. Louis, Missouri (Address of principal executive offices) |
63105 (Zip Code) |
(314) 863-1100
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
None
(Former name or former address, if changed since last report)
(Former name or former address, if changed since last report)
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
o | 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. |
(e) | Compensatory Arrangements of Certain Officers. |
2010 Omnibus Incentive Plan
At the Annual Meeting of Stockholders of Furniture Brands International, Inc. (the Company) held
on May 6, 2010 (the 2010 Annual Meeting), the Companys stockholders approved the Companys 2010
Omnibus Incentive Plan (the 2010 Plan), which the Board of Directors (the Board) adopted,
subject to stockholder approval, on February 26, 2010.
The 2010 Plan provides for the grant of stock options, stock appreciation rights, restricted stock,
stock units (including deferred stock units), unrestricted stock, dividend equivalent rights, and
cash bonus awards. Any of these awards may, but need not, be made as performance incentives to
reward attainment of annual or long-term performance goals. The number of shares reserved for
issuance under the 2010 Plan is equal to the sum of 2,000,000 shares of the Companys Common Stock,
no par value (Common Stock), plus the 1,076,886 shares of Common Stock remaining available for
issuance under the Companys 2008 Incentive Plan (2008 Plan) and up to 714,712 shares of Common
Stock under the 2008 Plan that subsequently become available as a result of outstanding stock
options and restricted stock awards that are forfeited, expired or cancelled. A full description of
the material terms of the 2010 Plan are in the Companys definitive Proxy Statement for the 2010
Annual Meeting filed with the Securities and Exchange Commission (SEC) on March 22, 2010 (the
Proxy Statement), and the description of the 2010 Plan is incorporated herein by reference.
The foregoing description of the 2010 Plan is qualified in its entirety by reference to the
complete text of the 2010 Plan, which is filed as Exhibit 4.1 to the Companys Form S-8 filed with
the SEC on May 6, 2010, and incorporated herein by reference.
Forms of Award Agreements
The awards made pursuant to the 2010 Plan will be made by the Board or the Human Resources
Committee (the Committee) through the use of various forms of award agreements, which set forth
terms applicable to specific awards. On May 6, 2010, the Committee approved the forms of
restricted stock award agreement, restricted stock unit agreement, nonqualified stock option
agreement, and incentive stock option agreement. Copies of these agreements are attached hereto as
Exhibits 10.2, 10.3, 10.4 and 10.5, and incorporated herein by reference.
Long-Term Incentive Awards
Upon stockholder approval of the 2010 Plan on May 6, 2010, the Committee granted awards to certain
executive officers under the Companys 2010-2012 Performance Share Plan (the Performance Plan),
which Performance Plan was adopted subject to stockholder approval of the 2010 Plan. The
performance shares and cash awards granted under the Performance Plan will be paid out upon the
Company achieving certain return on invested capital goals over the three year period from January
1, 2010 through December 31, 2012. The Performance Plan has a formula that establishes a payout
range if and to the extent that the return on invested capital goals are met or exceeded. Payouts
range from 50% of target value if threshold return on invested capital goals are achieved up to
200% of target value if the Companys performance
meets or exceeds the maximum return on invested capital goals. No awards will be paid if the
Companys performance does not meet the minimum threshold.
The grants to the Companys Named Executive Officers under the Performance Plan are as follows:
No. of Performance Shares | Dollar Value of Cash | |||||||||||||||||||||||
Threshold | Target | Maximum | Threshold | Target | Maximum | |||||||||||||||||||
Ralph P. Scozzafava |
68,822 | 137,643 | 275,286 | $ | 421,875 | $ | 843,750 | $ | 1,687,500 | |||||||||||||||
Steven G. Rolls |
18,903 | 37,806 | 75,612 | 115,875 | 231,750 | 463,500 | ||||||||||||||||||
Jon D. Botsford |
10,706 | 21,411 | 42,822 | 65,625 | 131,250 | 262,500 | ||||||||||||||||||
Raymond J. Johnson |
7,616 | 15,232 | 30,464 | 46,688 | 93,375 | 186,750 | ||||||||||||||||||
Edward D. Teplitz |
11,929 | 23,858 | 47,716 | 73,125 | 146,250 | 292,500 |
The form of performance share agreement is attached hereto as Exhibit 10.6 and is incorporated
herein by reference. The above description is qualified in its entirety by reference to such form.
On May 6, 2010, the Committee also granted to certain executives stock options that vest in three
equal annual installments commencing on May 6, 2011. The Companys Named Executive Officers, Ralph
P. Scozzafava, Steven G. Rolls, Jon D. Botsford, Raymond J. Johnson and Edward D. Teplitz, received
grants of 135,563; 37,235; 21,088; 15,002 and 23,498, respectively. The form of nonqualified stock
option agreement is included as Exhibit 10.4 and is incorporated herein by reference. The
description of the stock options is qualified in its entirety by reference to such form.
2010 Employee Stock Purchase Plan
At the 2010 Annual Meeting, the Companys stockholders approved the Companys 2010 Employee Stock
Purchase Plan (the ESPP), which the Board adopted, subject to stockholder approval, on February
26, 2010.
The ESPP permits eligible employees to elect to have a portion of their pay deducted by the Company
or to make periodic cash payments, if authorized by the Committee, to purchase shares of the
Companys Common Stock. 1,500,000 shares of Common Stock are available for purchase by eligible
employees of the Company or any of its subsidiaries under the ESPP. A full description of the
material terms of the ESPP are in the Companys Proxy Statement, and the description of the ESPP is
incorporated herein by reference.
The foregoing description of the ESPP is qualified in its entirety by reference to the complete
text of the ESPP, which is filed as Exhibit 4.2 to the Companys Form S-8 filed with the SEC on May
6, 2010 and incorporated herein by reference.
ITEM 5.07.
|
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
At the 2010 Annual Meeting, Proposals 1, 2, 3, 4 and 5 were approved by stockholders. The proposals
below are described in detail in the Companys Proxy Statement. The results are as follows:
Proposal 1- Election of eight directors to the Board of Directors.
For | Against | Abstained | Broker Non-Vote | |||||||||||||
Wilbert G. Holliman |
34,990,455 | 196,612 | 32,113 | 2,501,767 | ||||||||||||
John R. Jordan, Jr. |
34,702,570 | 464,590 | 52,020 | 2,501,767 |
3
For | Against | Abstained | Broker Non-Vote | |||||||||||||
Ira D. Kaplan |
34,972,701 | 217,818 | 28,661 | 2,501,767 | ||||||||||||
Maureen A. McGuire |
34,864,288 | 326,331 | 28,561 | 2,501,767 | ||||||||||||
Aubrey B. Patterson |
34,594,308 | 389,515 | 235,357 | 2,501,767 | ||||||||||||
Alan G. Schwartz |
34,835,841 | 354,719 | 28,620 | 2,501,767 | ||||||||||||
Ralph P. Scozzafava |
34,613,769 | 191,368 | 414,043 | 2,501,767 | ||||||||||||
James M. Zimmerman |
34,935,075 | 232,404 | 51,701 | 2,501,767 |
Proposal 2- Approval of the Companys 2010 Omnibus Incentive Plan.
For | Against | Abstained | Broker Non-Vote | |||||||||
33,157,921
|
1,929,757 | 131,500 | 2,501,769 |
Proposal 3- Approval of the Companys 2010 Employee Stock Purchase Plan.
For | Against | Abstained | Broker Non-Vote | |||||||||
34,973,223
|
232,023 | 13,933 | 2,501,768 |
Proposal 4- Ratification of the approval of the Companys Amended and Restated Stockholders Rights Agreement
For | Against | Abstained | Broker Non-Vote | |||||||||
18,421,626
|
16,685,237 | 112,316 | 2,501,768 |
Proposal 5- Ratification of the appointment of KPMG LLP as the Companys independent registered
public accounting firm for the year ending December 31, 2010
For | Against | Abstained | Broker Non-Vote | |||||||||
37,279,018
|
401,826 | 40,103 | |
ITEM 9.01.
|
FINANCIAL STATEMENTS AND EXHIBITS. |
(d) | Exhibits. |
Exhibit No. | Description | |||||
10.1 | Furniture Brands International, Inc. 2010 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 4.1 to the Companys Form S-8 filed on May 6, 2010). | |||||
10.2 | Form of Restricted Stock Award Agreement under 2010 Omnibus Incentive Plan. | |||||
10.3 | Form of Restricted Stock Unit Agreement under 2010 Omnibus Incentive Plan. | |||||
10.4 | Form of Nonqualified Stock Option Agreement under 2010 Omnibus Incentive Plan. | |||||
10.5 | Form of Incentive Stock Option Agreement under 2010 Omnibus Incentive Plan. | |||||
10.6 | Form of Performance Share Agreement under 2010 Omnibus Incentive Plan. | |||||
10.7 | Furniture Brands International, Inc. 2010 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 4.2 to the Companys Form S-8 filed on May 6, 2010). |
4
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 hereunto duly authorized.
Dated: May 11, 2010
Furniture Brands International, Inc. (Registrant) |
||||
By: | /s/ Jon D. Botsford | |||
Name: | Jon D. Botsford | |||
Title: | General Counsel and Corporate Secretary |
EXHIBIT INDEX
Exhibit No. | Description | |
10.1
|
Furniture Brands International, Inc. 2010 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 4.1 to the Companys Form S-8 filed on May 6, 2010). | |
10.2
|
Form of Restricted Stock Award Agreement under 2010 Omnibus Incentive Plan. | |
10.3
|
Form of Restricted Stock Unit Agreement under 2010 Omnibus Incentive Plan. | |
10.4
|
Form of Nonqualified Stock Option Agreement under 2010 Omnibus Incentive Plan. | |
10.5
|
Form of Incentive Stock Option Agreement under 2010 Omnibus Incentive Plan. | |
10.6
|
Form of Performance Share Agreement under 2010 Omnibus Incentive Plan. | |
10.7
|
Furniture Brands International, Inc. 2010 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 4.2 to the Companys Form S-8 filed on May 6, 2010). |