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 3, 2008
__________
HOOKER
FURNITURE CORPORATION
(Exact
name of registrant as specified in its charter)
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Virginia
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000-25349
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54-0251350
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
No.)
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(I.R.S.
Employer
Identification
No.)
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440
East Commonwealth Boulevard,
Martinsville,
Virginia
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24112
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(276)
632-0459
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(Address
of principal executive offices)
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(Zip
Code)
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(Registrant’s
telephone number,
including
area code)
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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 June 3,
2008, Hooker Furniture Corporation and Alan D. Cole, the Company’s Executive
Vice President – Upholstery Operations, amended Mr. Cole’s employment agreement.
The amendment eliminated the floor and cap previously applicable to Mr. Cole’s
annual bonus and provided that the terms, conditions and amount of Mr. Cole’s
annual bonus will be determined by the Company’s Chief Executive Officer subject
to prior approval by the Company’s Compensation Committee. This summary of the
terms of the amendment to Mr. Cole’s employment agreement is qualified in its
entirety by reference to the text of the amendment attached as Exhibit 10.1 to
this Form 8-K, which is incorporated herein by reference.
For the
Company’s fiscal year ending February 1, 2009 (“fiscal 2009”), Mr. Cole’s annual
bonus will be based on (1) the performance of the Company’s Sam Moore and
Bradington-Young upholstery operations and the Company as a whole and (2)
individual performance factors, as follows:
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·
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A
portion of Mr. Cole’s bonus will be based on the extent to which the
Company’s Sam Moore upholstery operation meets or exceeds its operating
income target for fiscal 2009. This portion of the bonus will be prorated
if Sam Moore achieves any amount of positive operating income for fiscal
2009;
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·
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A
second portion of Mr. Cole’s bonus will be based on the extent to which
the Company’s Bradington-Young upholstery operation meets or exceeds its
operating income target for fiscal 2009. This portion of the bonus would
be prorated if Bradington-Young achieves at least 50% of its operating
income target for fiscal 2009;
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·
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A third
portion of Mr. Cole’s bonus will equal .22% of the amount by which the
Company’s consolidated pre-tax earnings exceeds a specified threshold
amount (which is the same pre-tax earnings threshold amount that will be
used to determine the annual bonuses for the other executive officers of
the Company).
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·
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The
amount of Mr. Cole’s bonus as calculated based on these three components
may be increased or decreased, in the discretion of the Compensation
Committee, by up to 12.5% based on individual performance factors
identified by the Company’s Chief Executive
Officer.
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Item
9.01. Financial Statements and Exhibits
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(d)Exhibits
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Exhibit
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Description
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10.1
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Amendment
to Employment Agreement between Hooker
Furniture Corporation and Alan D.
Cole
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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: June 5,
2008
Exhibit
10.1
AMENDMENT
TO
EMPLOYMENT
AGREEMENT
This
Amendment to Employment Agreement (this “Amendment”) is made and entered into
this 3rd day of June 2008, by and between Hooker Furniture Corporation
(“Employer”) and Alan D. Cole (“Executive”).
WHEREAS, Employer and
Executive are parties to an Employment Agreement (the “Agreement”) dated June
15, 2007; and
WHEREAS, Employer and
Executive desire to amend the Agreement to eliminate the floor and cap on
Executive’s Annual Bonus and provide that the terms, conditions and amount of
Executive’s Annual Bonus will be determined by Employer’s Chief Executive
Officer subject to prior approval by Employer’s Compensation
Committee.
NOW, THEREFORE, in
consideration of the foregoing, Section 3(b) of the Agreement is hereby deleted
in its entirety and replaced with the following:
(b) An
Annual Bonus with respect to each fiscal year of Employer (the “Performance
Year”) during the term of this Agreement, beginning with the Performance Year
that began on January 29, 2007. The terms and conditions of the
Annual Bonus, including the applicable performance criteria for a Performance
Year, and the amount of the Annual Bonus payable to the Executive for a
Performance Year (if any) shall be determined by Employer’s Chief Executive
Officer subject to prior approval by the Compensation Committee. The
Annual Bonus with respect to a Performance Year will be paid during the period
that begins on the first day immediately following the last day of the
Performance Year and ends on April 15 of the calendar year in which the
Performance Year ends.
IN WITNESS WHEREOF, Employer
and Executive have caused this Amendment to be executed effective as of the date
first set forth above.
HOOKER
FURNITURE CORPORATION
By: /s/ Paul B. Toms,
Jr.
Paul B. Toms,
Jr.
CEO and
President
EMPLOYEE
/s/Alan D.
Cole
Alan D.
Cole