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
April 14, 2009
Date of Report (Date of earliest event reported)
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware | 1-13647 | 73-1356520 |
(State or other jurisdiction of | (Commission | (I.R.S. Employer |
incorporation) | File Number) | Identification No.) |
5330 East 31st Street, Tulsa, Oklahoma 74135
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (918) 660-7700
N/A
(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 |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 |
ITEM 5.02 (e) | COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
2009 Incentive Compensation Plan
Effective April 14, 2009, the Board of Directors (the “Board”) of Dollar Thrifty Automotive Group, Inc. (the “Company”) approved the 2009 Executive Incentive Compensation Plan (the “Incentive Compensation Plan”), its annual bonus plan for executive officers. The Incentive Compensation Plan provides participants with the opportunity to earn an annual bonus based on a percentage of the Company’s earnings before interest, taxes, depreciation and amortization (“EBITDA”). The bonus will be paid in cash (the “Incentive Award”) to participating executives if actual EBITDA for the performance period equals or exceeds the pre-established threshold. The Incentive Awards allocated to participants vary based on the participant’s position and level of responsibility within the Company. Each executive officer’s targeted level of Incentive Award is based on a percentage of his or her base salary as follows:
| | | | Target Award |
Named | | | | (as a Percentage |
Executive Officer | | Title | | of Base Salary) |
Scott L. Thompson | | President and Chief Executive Officer | | 100% |
R. Scott Anderson | | Senior Executive Vice President | | 75% |
H. Clifford Buster III | | Executive Vice President and Chief Financial Officer | | 75% |
Vicki J. Vaniman | | Executive Vice President | | 60% |
James S. Duffy | | Vice President | | 35% |
Upon achievement of the pre-established performance goals, management will recommend to the Board individual participant awards for approval. It is anticipated that if the targeted level of EBITDA is attained or exceeded, the payout under the Incentive Compensation Plan would occur by March 15, 2010.
The Incentive Compensation Plan also includes a mechanism for forfeiture and, if applicable, repayment by the participant of awards where a participant engages in “Detrimental Activity” as defined in the plan. In addition, executives who also participate in the Company’s Executive Retention Bonus Plan will only be entitled to receive the greater of their bonus under the Incentive Compensation Plan or their award under the Retention Bonus Plan.
SIGNATURES
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.
| DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. |
April 20, 2009 | By: | /s/ H. CLIFFORD BUSTER III |
| Executive Vice President, Chief Financial Officer |
and Principal Financial Officer
