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): August 20, 2010
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
(Exact name of registrant as specified in its charter)
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| Maryland |
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1-4141 |
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13-1890974 |
| (State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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Two Paragon Drive
Montvale, New Jersey
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07645 |
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(Zip Code) |
Registrant’s telephone number, including area code: (201) 573-9700
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Not Applicable
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| (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(c). Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On August 18, 2010, The Great Atlantic & Pacific Tea Company, Inc. (the “Company”)
issued a press release announcing the appointment of Paul Hertz to the role of Executive Vice
President, Operations. Mr. Hertz succeeds Mark Kramer, who has left the Company to pursue other
interests.
Mr. Hertz, 40, joins the Company from OfficeMax Incorporated (“OfficeMax), where he served as
Executive Vice President of Retail Stores since September 2007. In this role, Mr. Hertz was
responsible for all retail operations throughout the United States. Before that he served as
Senior Vice President of Store Operations. Prior to joining OfficeMax, Mr. Hertz served as Vice
President of Wild Oats Markets, Inc. (“Wild Oats”) from August 2006 to September 2007. Prior to
joining Wild Oats, Mr. Hertz served as Vice President of Store Operations for ShopKo Stores Inc.
from April 2003 to August 2006. From April 2002 to April 2003 he was Vice President, Regional
Director of Stores at Fred Meyer, a division of The Kroger Co.
Mr. Hertz will serve as Executive Vice President, Operations, leading the Field Operations Team.
The Company will pay Mr. Hertz a base salary of $600,000 per annum and a sign on bonus of $250,000
payable in two installments — $100,000 payable within two weeks of hire and $150,000 payable
following six months of employment. Mr. Hertz will eligible for participation in the fiscal year
2010 Management Incentive Plan with a bonus target of 75% of annual base salary, prorated from the
employment date. Mr. Hertz will receive an inducement grant under the Company’s 2008 Long-Term
Incentive and Share Award Plan consisting of (1) stock options with respect to 100,000 shares of
the Company’s common stock (with an exercise price not to exceed the closing price of the Company’s
stock on the date of grant), becoming exercisable at the rate of 1/3 on each of the three
successive anniversaries of the grant date, (ii) performance-based restricted share units with
respect to 15,000 shares of the Company’s common stock, vesting 1/3 on the first anniversary of the
grant date and 2/3 on the third anniversary of grant date and (iii) time-vested restricted share
units with respect to 5,000 shares of the Company’s common stock , vesting 1/4 on the first
anniversary of the grant date and 3/4 on the third anniversary of the grant date. Mr. Hertz is
eligible for an annual Long Term Incentive Grant (LTIP) award in an amount equal to 125% of base
salary to be granted at the discretion of the Board of Directors, commencing with the Company’s
2010 LTIP.
If Mr. Hertz is terminated by the Company for reasons other than cause, he will be eligible to
receive 12 months of severance. If Mr. Hertz is terminated other than for cause as a result of
change of control, he will receive 12 months of severance.
A copy of the press release is attached as Exhibit 99.1 to this Current Report.
Item 9.01. Exhibits.
(d) Exhibits. The following exhibits are filed herewith:
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| Exhibit No. |
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Description |
99.1
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Press Release dated August 18, 2010 |