CBRL Group, Inc. Form 8-K
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): October
12, 2006
CBRL
GROUP, INC.
|
Tennessee
|
0-25225
|
62-1749513
|
|
(State
or Other Jurisdiction
|
(Commission
File Number)
|
(I.R.S.
Employer
|
|
of
Incorporation)
|
|
Identification
No.)
|
305
Hartmann Drive, Lebanon, Tennessee 37087
(615)
444-5533
Check
the
appropriate box if the Form 8-K filing is intended to simultaneously satisfy
the
filing obligation of the registrant under any of the following
provisions:
[
] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
[
]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
|
[
]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Item
1.01 Entry Into a Material Definitive Agreement
On
October 12, 2006, the following compensatory arrangements and grants to certain
CBRL Group, Inc. (the “Company”) named executive officers were approved by the
Compensation and Stock Option Committee (the “Committee”) of the Company’s Board
of Directors (the “Board”). These arrangements and grants were made upon
the recommendation of the Committee’s consultant to restore competitiveness with
the market.
The
Company made a restricted stock award of 25,000 shares to Lawrence E. White,
Senior Vice President, Finance and Chief Financial Officer, and a restricted
stock award of 12,500 shares to N.B. Forrest Shoaf, Senior Vice President,
General Counsel and Secretary. Each of these awards vests over five years,
with 25% vesting in year three, 25% vesting in year four and 50% vesting
in year
five.
The
Company also declared the bonuses set forth below. These bonuses were
based upon what these executives would have earned under the prior (2006)
fiscal
year’s Annual Bonus Plan had the Company not incurred certain expenses not
contemplated when incentive targets under the Annual Bonus Plan were
established. These expenses were related to the Company’s previously
announced strategic initiatives, i.e.,
its
re-capitalization, the related “Dutch auction” stock re-purchase, and the
ongoing divestiture of its Logan’s Roadhouse subsidiary.
|
Named
Executive Officer
|
Bonus
|
|
Michael
A. Woodhouse,
Chairman
of the Board and
Chief
Executive Officer
|
$1,232,315
|
|
Lawrence
E. White
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$307,257
|
|
N.B.
Forrest Shoaf
|
$162,468
|
Certain
modifications were also made to the 2006 Long Term Incentive Plan, which
includes an Annual Stock Option Grant (the “Option Grant”) and the 2007 Mid-Term
Incentive and Retention Plan (“MTIRP”). The Option Grant is now based upon
a participant’s target percentage times the participant’s applicable base
salary. The description of the Option Grant is incorporated herein by
reference to the Company’s
Current Report on Form 8-K filed with the Commission on
August
1, 2005.
Additionally,
Mr. White’s and Mr. Shoaf’s target performance awards as set forth in the MTIRP
have been modified effective for all of fiscal 2007, to 100% and 87.5%,
respectively, and their maximum performance awards have been modified to
200%
and 175%, respectively, to be awarded based on the degree to which the Company
attains pre-determined financial performance. The description of the MTIRP
is incorporated herein by reference to the Company’s Current Report on Form 8-K
filed with the Commission on August 1, 2006.
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.
Dated:
October 18, 2006 CBRL
GROUP, INC.
By: /s/ N.B.
Forrest
Shoaf
Name: N.B.
Forrest Shoaf
Title:
Senior
Vice President, Secretary
and
General Counsel