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 6, 2006
V. F. Corporation
(Exact Name of Registrant as Specified in Charter)
| | | | | |
Pennsylvania
(State or Other Jurisdiction
of Incorporation) | | 1-5256
(Commission
File Number) | | 23-1180120
(IRS Employer
Identification No.) |
| | | |
105 Corporate Center Boulevard
Greensboro, North Carolina | | 27408 |
| (Address of Principal Executive Offices) | | (Zip Code) |
| | | |
| Registrant’s telephone number, including area code 336-424-6000 | |
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)) |
TABLE OF CONTENTS
Item 1.01. Entry into Material Definitive Agreements.
On February 6, 2006, the Compensation Committee of the Board of Directors of VF Corporation (“VF”) awarded the following annual incentives for 2005 based on the level of achievement of pre-set performance goals for 2005, and under the Mid-Term Incentive Plan, a subplan of the VF 1996 Stock Compensation Plan, approved the following performance-contingent share award grants for the 2006-2008 performance period. Actual pay-out of the shares for the 2006-2008 performance period will be determined based on the level of achievement of the performance goals set by the Compensation Committee.
| | | | | | | | | | | | | | | | | | |
| | | | | | | Performance-Contingent Common | |
| | | | | | | Stock Unit Awards for 2006-2008 | |
| | | | | | | Performance Cycle | |
| | | | | | | Estimated Future Pay-out Under | |
| | | | | | | Non-Stock Price-Based Plans | |
| | | | | | | Threshold | | | Target | | | Maximum | |
| Name and Position | | 2005 Bonus | | | (#) | | | (#) | | | (#) | |
| Mackey J. McDonald | | $ | 1,474,000 | | | 0 | | | | 60,300 | | | | 120,600 | |
| Chairman, President and Chief Executive Officer | | | | | | | | | | | | | | | | |
| George N. Derhofer | | | 485,000 | | | 0 | | | | 13,200 | | | | 26,400 | |
| Vice President — Global Supply Chain | | | | | | | | | | | | | | |
| John P. Schamberger(1) | | | 514,000 | | | 0 | | | | 0 | | | | 0 | |
| Vice President and Chairman — Cross Coalition Management | | | | | | | | | | | | | | |
| Robert K. Shearer | | | 449,000 | | | 0 | | | | 11,200 | | | | 22,400 | |
| Senior Vice President and Chief Financial Officer | | | | | | | | | | | | | | | | |
| Eric C. Wiseman | | | 631,000 | | | 0 | | | | 21,100 | | | | 42,200 | |
| Executive Vice President, Global Brands | | | | | | | | | | | | | | |
| | |
| (1) | | VF announced in December 2005 that Mr. Schamberger will retire in the first quarter of 2006. |
The 2005 performance goals upon which the annual incentives were based were VF’s reported earnings per share (excluding the effects of a change in accounting policy for stock-based compensation), net sales of existing businesses and net sales of recent acquisitions.
The performance goals under the Mid-Term Incentive Plan for the 2006-2008 Performance Cycle are based on the average level of achievement of its executive incentive compensation goals over the three-year performance period which are currently based on reported earnings per share (excluding the effects of extraordinary and non-recurring items), net sales of existing businesses and net sales of recent acquisitions.
| | | | | |
| By: | | /s/ Candace S. Cummings Candace S. Cummings | | |
| | | Vice President- Administration, | | |
| | | General Counsel and Secretary | | |
