UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File No.) | (I.R.S. Employer Identification No.) |
| | ||
| (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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| | | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Annual Executive Officer Compensation
On March 18, 2022, the Compensation Committee of the Board of Directors of Hooker Furnishings Corporation approved annual base salaries and annual cash incentives for the Company’s executive officers.
Annual Base Salary
The base salary for each executive officer effective April 1, 2022 will be:
|
Base Salary |
||||
|
Jeremy R. Hoff, CEO and Director |
$ | 600,000 | ||
|
Paul A. Huckfeldt, Senior VP – Finance and Accounting and CFO |
375,000 | |||
|
Anne J. Smith, President – Domestic Upholstery and CAO |
330,000 | |||
|
Tod R. Phelps, Senior VP – Operations and CIO |
300,000 | |||
Annual Cash Incentives
The annual cash incentive for each executive officer for the Company’s 2023 fiscal year, which ends January 29, 2023, will be paid if the Company attains 80% or more of its budgeted fiscal 2023 consolidated net income target, as approved by the Board of Directors. Each executive officer is eligible to receive a percentage of his or her calendar 2022 base salary under the annual incentive program. The annual cash incentive is based on each executive officer’s Base Salary as detailed above. No cash bonus is payable if the Company fails to reach at least 80% of the budgeted consolidated net income target and a maximum cash bonus is payable if the Company reaches 125% or more of target consolidated net income. The annual cash incentive potential for each of the executive officers is as follows:
|
If the Company Attains: |
||||||||||||||||||||
|
80% of Target Net Income |
90% of Target Net Income |
100% of Target Net Income |
110% of Target Net Income |
125% or More of Target Net Income |
||||||||||||||||
|
Jeremy R. Hoff |
$ | 300,000 | $ | 540,000 | $ | 600,000 | $ | 750,000 | $ | 990,000 | ||||||||||
|
Paul A. Huckfeldt |
112,500 | 202,500 | 225,000 | 281,250 | 371,250 | |||||||||||||||
|
Anne J. Smith |
99,000 | 178,200 | 198,000 | 247,500 | 326,700 | |||||||||||||||
|
Tod R. Phelps |
90,000 | 162,000 | 180,000 | 225,000 | 297,000 | |||||||||||||||
Each additional percentage of net income realized between the percentages shown above is interpolated, such that each additional percentage of net income realized between the threshold amounts shown above results in a larger bonus payout, as shown in the table below:
|
Interpolation per 1% of increased earnings: |
||||||||||||||||
|
Between 80-89% of Target Net Income |
Between 90-99% of Target Net Income |
Between 100-109% of Target Net Income |
Between 110-125% of Target Net Income |
|||||||||||||
|
All executive officers. |
4 | % | 1 | % | 2.5 | % | 2.67 | % | ||||||||
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 FURNISHINGS CORPORATION
By: /s/ Paul A. Huckfeldt Paul A. Huckfeldt Senior Vice President - Finance and Accounting Chief Financial Officer |
| Date: March 24, 2022 |