- Current report filing (8-K)
18 Juin 2010 - 11:00PM
Edgar (US Regulatory)
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): June 17, 2010
Jos. A. Bank Clothiers, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
0-23874
|
|
36-3189198
|
|
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
|
|
|
500 Hanover Pike
Hampstead, Maryland
|
|
21074
|
|
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrants telephone number, including area code:
(410) 239-2700
(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.
|
Approval of Equity Incentive Plan
At the Annual Meeting of Stockholders of Jos. A. Bank Clothiers, Inc. (the Company) held on June
17, 2010 (the 2010 Annual Meeting), the stockholders approved the adoption of the Jos. A Bank
Clothiers, Inc. 2010 Equity Incentive Plan (the Equity Incentive Plan). The Equity Incentive
Plan had previously been approved by the Companys Board of Directors, subject to stockholder
approval.
A copy of the Equity Incentive Plan is filed as Exhibit 4.6 to the Companys Registration Statement
on Form S-8 filed with the Securities and Exchange Commission on June 17, 2010.
A summary of the Equity Incentive Plan is included under the caption Proposal Three Approval of
the Jos. A. Bank Clothiers, Inc. 2010 Equity Incentive Plan in the Companys Proxy Statement for
the 2010 Annual Meeting filed with the Securities and Exchange Commission on May 14, 2010 (the
2010 Proxy Statement). This summary is incorporated herein by reference and is qualified in its
entirety by reference to the full text of the Equity Incentive Plan, which is also incorporated
herein by reference.
Grants of Restricted Stock Units
On June 17, 2010 following the conclusion of the 2010 Annual Meeting, the Compensation Committee of
the Companys Board of Directors (the Compensation Committee) (1) granted performance-based
restricted stock units to the Companys named executive officers (R. Neal Black, President and
Chief Executive Officer; David E. Ullman, Executive Vice President-Chief Financial Officer; Robert
B. Hensley, Executive Vice President for Human Resources, Real Estate and Loss Prevention; Gary M.
Merry, Executive Vice President for Store and Catalog Operations; and James W. Thorne, Executive
Vice President for Merchandising and Chief Merchandising Officer), as described below, intended to
qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code (the
Performance RSU Grants) and (2) granted to each of the Companys non-employee directors holding
office following the 2010 Annual Meeting 2,500 restricted stock units (the Non-Employee Director
Grants), which restricted stock units will vest on June 20, 2011 assuming the grantee is serving
as a director on that date. Each of the Performance RSU Grants and Non-Employee Director Grants
was made under the Equity Incentive Plan and pursuant to award agreements specifying the terms and
conditions of the grants, including the conditions under which vesting may be accelerated.
The Performance RSU Grant award agreement between the Company and Mr. Black is attached hereto as
Exhibit 10.1. The form of award agreement with respect to the Performance RSU Grants to Messrs.
Ullman, Hensley, Merry and Thorne is attached hereto as Exhibit 10.2. The form of award agreement
with respect to the Non-Employee Director Grants is attached hereto as Exhibit 10.3. The form of
award agreement with
respect to future annual restricted stock unit grants to non-employee directors is attached hereto
as Exhibit 10.4 and the form of award agreement with respect to future inaugural restricted stock
unit grants to non-employee directors is attached hereto as Exhibit 10.5.
2
The maximum number of restricted stock units that may be earned under the Performance RSU Grants
are set forth below:
|
|
|
|
|
|
|
|
|
|
|
Maximum
|
|
|
|
|
|
Number of
|
|
Name of
|
|
|
|
Restricted Stock
|
|
Grantee
|
|
Title
|
|
Units
(1)
|
|
|
R. Neal Black
|
|
President and Chief Executive Officer
|
|
|
32,309
|
(2)
|
David E. Ullman
|
|
Executive Vice President-Chief Financial Officer
|
|
|
2,517
|
(3)
|
Robert B. Hensley
|
|
Executive Vice President for Human Resources, Real Estate and Loss Prevention
|
|
|
2,517
|
(3)
|
Gary M. Merry
|
|
Executive Vice President for Store and Catalog Operations
|
|
|
2,517
|
(3)
|
James W. Thorne
|
|
Executive Vice President for Merchandising and Chief Merchandising Officer
|
|
|
2,517
|
(3)
|
|
|
|
(1)
|
|
Among other conditions, earned restricted stock units will not vest
unless the grantee is employed by the Company on the vesting date.
|
|
(2)
|
|
Up to 13,008 restricted stock units that may be earned by Mr. Black
will vest on the later to occur of (a) the date the achievement of the
performance goals is certified by the Compensation Committee and
(b) the first anniversary of the grant date. In the event that more
than 13,008 restricted stock units are earned by Mr. Black, one-half
of the non-vested, earned restricted stock units will vest on the
second anniversary of the grant date and the balance of the
non-vested, earned restricted stock units will vest on the third
anniversary of the grant date.
|
|
(3)
|
|
All restricted stock units earned by the Executive Vice Presidents
will vest on the third anniversary of the grant date.
|
With respect to the Performance RSU Grants, the Compensation Committee approved performance goals
that are based upon the Company earning net income within or above a specified range (the
Eligibility Range) for the performance period covering the Companys fiscal year ending January
29, 2011 (Fiscal Year 2010). These performance goals were approved by the Compensation Committee
on March 30, 2010 in anticipation of grants intended to be made following stockholder approval of
the Equity Incentive Plan. For purposes of the Eligibility Range, net income is the reported net
income of the Company for Fiscal Year 2010 and is therefore determined after deduction for all
incentive plan and other compensation expenses. To the extent that the applicable performance
goals are achieved during the performance period, and subject to the other conditions of the grant,
each grantee of restricted stock units under the Performance RSU
Grants will be credited with the number of restricted stock units, up to the applicable maximum
number of restricted stock units set forth above, as determined by the Compensation Committee to be
earned by the grantee. If the Companys net income is below the applicable Eligibility Range, no
restricted stock units will be earned by the grantee. If the Companys net income is within or
above the Eligibility Range, the number of restricted stock units that may be earned increases as
net income increases, up to 100% of the applicable maximum number of restricted stock units set
forth above.
3
The Eligibility Range with respect to the Performance RSU Grant to Mr. Black is $72.6 million to
$78.4 million of net income for Fiscal Year 2010 and the Eligibility Range with respect to the Performance RSU Grants to Messrs.
Ullman, Hensley, Merry and Thorne, who are collectively referred to herein as the Executive Vice
Presidents, is $76.9 million to $79.4 million of net income
for Fiscal Year 2010. At $72.6 million of net income, Mr. Black is
eligible to earn up to 2,937 restricted stock units and at or above $78.4 million of net income
Mr. Black is eligible to earn up to 32,309 restricted stock units. As a result of the Performance
RSU Grant to Mr. Black, his cash bonus potential for Fiscal Year 2010 was reduced from up to 200%
to up to 150% of his base salary in effect at the end of Fiscal Year 2010. At $76.9 million of net
income, each Executive Vice President is eligible to earn up to 839 restricted stock units and
at or above $79.4 million of net income each Executive Vice President is eligible to earn up to
2,517 restricted stock units.
The Compensation Committee has the right to exercise negative discretion and determine that the
number of restricted stock units that will be earned pursuant to a Performance RSU Grant will be
less than the pre-established number, even if the objective performance goal (in this case, net
income) is achieved. With respect to the Performance RSU Grants to the Executive Vice Presidents,
the following personal goals will also be considered and utilized by the Compensation Committee
in its exercise of negative discretion in reducing the amount of an award that would otherwise be
paid as a result of the level of the net income achieved by the Company: (i) the participant
receiving an overall job performance rating of Effective or better (the equivalent of 3 out of
5); (ii) the participant complying with the Companys Code of Conduct, Associate Manual and other
rules, regulations and policies and not engaging in any dishonest acts or other acts that are or
may be detrimental to customers, fellow associates or the Company; and (iii) attainment of specific
goals for departmental or individual performance.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Companys 2010 Annual Meeting held on June 17, 2010, the stockholders considered:
|
|
|
the election of two directors for terms expiring at the Companys 2013 Annual Meeting
of Stockholders;
|
|
|
|
the ratification of the appointment of Deloitte & Touche LLP as the Companys
registered public accounting firm for Fiscal Year 2010; and
|
|
|
|
approval of the Equity Incentive Plan.
|
4
For more information about the foregoing proposals, see the Companys 2010 Proxy Statement, the
relevant portions of which are incorporated herein by reference. At the 2010 Annual Meeting, both
of the director nominees were elected and the proposals to ratify the selection of Deloitte &
Touche LLP and to approve the Equity Incentive Plan were approved. The voting results are set
forth below:
Election of Directors*
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Nominee
|
|
For
|
|
|
Withheld
|
|
|
Broker Non-Votes
|
|
James H. Ferstl
|
|
|
15,209,631
|
|
|
|
316,519
|
|
|
|
1,316,169
|
|
Sidney H. Ritman
|
|
|
13,917,789
|
|
|
|
1,608,361
|
|
|
|
1,316,169
|
|
Ratification of Deloitte & Touche LLP as the Companys Registered Public Accounting Firm**
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
|
Abstaining
|
|
16,747,937
|
|
|
75,135
|
|
|
|
19,247
|
|
Approval of the Companys Equity Incentive Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
|
Abstaining
|
|
|
Broker Non-Votes
|
|
14,566,540
|
|
|
851,132
|
|
|
|
108,478
|
|
|
|
1,316,169
|
|
|
|
|
*
|
|
There were no abstentions.
|
|
**
|
|
There were no broker non-votes.
|
Item 9.01. Financial Statements and Exhibits.
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
|
|
|
|
10.1
|
|
|
CEO Performance Restricted Stock Unit Award Agreement, dated June 17, 2010, between Jos. A. Bank
Clothiers, Inc. and R. Neal Black
|
|
|
|
|
|
|
10.2
|
|
|
Form
of EVP Performance Restricted Stock Unit Award Agreement with respect to the June 17, 2010
grants to David E. Ullman, Robert B. Hensley, Gary M. Merry and James W. Thorne
|
|
|
|
|
|
|
10.3
|
|
|
Form of Non-Employee Director Restricted Stock Unit 2010 Award Agreement
|
|
|
|
|
|
|
10.4
|
|
|
Form of Non-Employee Director Restricted Stock Unit Annual Award Agreement
|
|
|
|
|
|
|
10.5
|
|
|
Form of Non-Employee Director Restricted Stock Unit Inaugural Award Agreement
|
5
SIGNATURE
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.
|
|
|
|
|
|
JoS. A. Bank Clothiers, Inc.
(Registrant)
|
|
|
By:
|
/s/ Charles D. Frazer
|
|
|
|
Charles D. Frazer
|
|
|
|
Senior Vice President and General Counsel
|
|
Dated: June 18, 2010
6
EXHIBIT INDEX
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
|
|
|
|
10.1
|
|
|
CEO Performance Restricted Stock Unit Award Agreement, dated June 17, 2010, between Jos. A. Bank
Clothiers, Inc. and R. Neal Black
|
|
|
|
|
|
|
10.2
|
|
|
Form
of EVP Performance Restricted Stock Unit Award Agreement with respect to the June 17, 2010
grants to David E. Ullman, Robert B. Hensley, Gary M. Merry and James W. Thorne
|
|
|
|
|
|
|
10.3
|
|
|
Form of Non-Employee Director Restricted Stock Unit 2010 Award Agreement
|
|
|
|
|
|
|
10.4
|
|
|
Form of Non-Employee Director Restricted Stock Unit Annual Award Agreement
|
|
|
|
|
|
|
10.5
|
|
|
Form of Non-Employee Director Restricted Stock Unit Inaugural Award Agreement
|
7
Jos. A. Bank Clothiers (NASDAQ:JOSB)
Graphique Historique de l'Action
De Juil 2024 à Août 2024
Jos. A. Bank Clothiers (NASDAQ:JOSB)
Graphique Historique de l'Action
De Août 2023 à Août 2024