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): April 30, 2008
__________
HOOKER
FURNITURE CORPORATION
(Exact
name of registrant as specified in its charter)
|
Virginia
|
000-25349
|
54-0251350
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File
No.)
|
(I.R.S.
Employer
Identification
No.)
|
|
440
East Commonwealth Boulevard,
Martinsville,
Virginia
|
24112
|
(276)
632-0459
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(Registrant’s
telephone number,
including
area code)
|
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):
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.
On April 30,
2008, the Compensation Committee of Hooker Furniture Corporation awarded two
performance grants under the Company’s 2005 Stock Incentive Plan to each “named
executive officer” of the Company and to certain other senior
executives.
The
performance grant agreement evidencing each award entitles the executive to
receive a payout amount that equals his “target amount” increased or decreased
by a percentage determined based on the Company’s cumulative earnings per share
(“EPS”) and average annual return on equity (“ROE”) for the grant’s designated
performance period. Each participant’s target amount is expressed as
a percentage of his base salary for the current calendar year. The table below
sets forth each named executive officer’s respective target amount for each
performance grant.
|
Named
Executive Officer
|
Target
Amount
|
|
Paul B.
Toms, Jr.
|
70% of
base salary
|
|
E.
Larry Ryder
|
60% of
base salary
|
|
Alan D.
Cole
|
60% of
base salary
|
|
Michael
P. Spece
|
50% of
base salary
|
|
Raymond
T. Harm
|
50% of
base salary
|
|
Henry
P. Long, Jr.
|
40% of
base salary
|
The
performance period for the first performance grant is the fiscal two-year period
ending January 31, 2010 and the performance period for the second performance
grant is the fiscal three-year period ending January 30, 2011.
If the
Company’s cumulative EPS and average annual ROE for the respective performance
period do not meet the target levels for each performance grant but do meet
specified minimum threshold levels, the payout amount under the performance
grant would be reduced to a lower percentage of the target amount based on the
Company’s actual performance. If the Company’s cumulative EPS and average annual
ROE both equal the minimum threshold levels, the payout amount would equal 50%
of the participant’s target amount. If the Company’s cumulative EPS and average
annual ROE exceed the designated target levels, the payout amount would be
increased to a higher percentage of the target amount based on the actual level
of performance, up to 150% of the target amount. The payout amount,
if any, under each performance grant will be paid in cash, shares of the
Company’s common stock or both, at the discretion of the Compensation
Committee.
In most
cases, an executive must remain employed through the end of the performance
period to be paid any amount under his performance grant
agreement. However, if an executive’s employment is terminated due to
death or disability and he otherwise would have been entitled to a payment had
he in fact remained employed to that date, he, or his beneficiary, will be
entitled to a pro-rated cash payment at the end of the performance
period. If the Company undergoes a change in control during the
performance period and subsequently (a) the executive’s employment is
involuntarily terminated other than for “cause” or (b) he terminates employment
for “good reason” before the earlier of the end of the performance period or the
first anniversary of the change in control, the executive will be paid a lump
sum cash payment equal to his target amount.
This summary
of the terms of the performance grant agreements is qualified in its entirety by
reference to the form of performance grant agreement attached as Exhibit 10.1 to
this Form 8-K, which is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit
|
Description
|
| |
|
|
10.1
|
Form of
Performance Grant Agreement
|
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.
HOOKER
FURNITURE CORPORATION
By: /s/ R. Gary Armbrister
R. Gary Armbrister
Chief Accounting Officer
Date:
May 6, 2008