hookerfurniture8k021312.htm
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): February 9, 2012
__________
 
HOOKER FURNITURE CORPORATION
(Exact name of registrant as specified in its charter)
 
Virginia 000-25349 54-0251350
(State or other jurisdiction of  (Commission (I.R.S. Employer
incorporation or organization) File No.) 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 February 9, 2012, the Compensation Committee of the Board of Directors of Hooker Furniture Corporation (the “Company”) approved the following long-term incentive awards for the Company’s executive officers.
 
1.  
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 he remains continuously employed with the Company through the end of a three-year service period that ends February 9, 2015. 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.
 
Executive Officer
  
Number
of RSUs
  
Paul B. Toms, Jr., Chairman and CEO
     0  
Alan D. Cole, President
     4,946  
Paul Huckfeldt, VP Finance and Accounting and CFO
     1,735  
Arthur G. Raymond, Jr., SVP Casegoods Operations
     3,488  
Michael Delgatti, President – Hooker Upholstery
     3,171  

 
2.  
Performance Grants. Each performance grants 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 begins January 30, 2012 and ends January 25, 2015. 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.
 
 
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The payment for each executive officer under his 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.                                            
   $ 27,000     $ 81,000     $ 108,000     $ 135,000     $ 162,000  
Alan D. Cole                                            
     16,253       48,760       65,013       81,266       97,520  
Paul Huckfeldt                                            
     11,400       34,200       45,600       57,000       68,400  
Arthur G. Raymond, Jr.                                            
     11,461       34,382       45,843       57,303       68,764  
Michael Delgatti                                            
     10,419       31,256       41,675       52,094       62,513  

 
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
  
Executive Officer
  
Less than
50th percentile
    
50th percentile, but less than 75th percentile
    
Equal to or greater than 75th percentile
  
Paul B. Toms, Jr.                                               
   $ 0     $ 108,000     $ 162,000  
Alan D. Cole                                               
     0       64,994       97,490  
Paul Huckfeldt                                               
     0       45,600       68,400  
Arthur G. Raymond, Jr.                                               
     0       45,829       68,744  
Michael Delgatti                                               
     0       41,663       62,494  
 
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.
 
 
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The terms of the time-based RSUs and the performance grants are more completely described in the respective forms of grant agreements that are filed as exhibits to this report, 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
 
Exhibit 10.2.                      Form of Performance Grant Agreement
 
 
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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.
 
  HOOKER FURNITURE CORPORATION  
       
Date: February 13, 2012
By:
/s/ Paul A. Huckfeldt  
   
Paul A. Huckfeldt
  
   
Vice President - Finance and Accounting
  
    Chief Financial Officer  

 
 
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