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
December 3, 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 |
2010 Incentive Compensation Plan
Effective December 3, 2009, the Board of Directors (the “Board”) of Dollar Thrifty Automotive Group, Inc. (the “Company”) approved the 2010 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 specified year over year growth in 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 percentage growth over the Company’s 2009 EBITDA. The Incentive Awards allocated to participants vary based on the participant’s position and level of responsibility within the Company. The following table discloses the targeted level of Incentive Award, expressed as a percentage of base salary, for each participant in the Incentive Compensation Plan who was included as a Named Executive Officer in our most recent proxy:
| | | | Target Award |
| | | | (as a Percentage |
Participant | | 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 | | Senior Executive Vice President and Chief Financial Officer | | 75% |
Vicki J. Vaniman | | Executive Vice President | | 60% |
James S. Duffy1 | | Vice President | | 35% |
1Mr. Duffy was included as a Named Executive Officer in our most recent proxy, but is no longer serving as an executive officer of the Company.
Upon achievement of the pre-established performance goals, management will recommend to the Board individual participant awards for approval. If the targeted level of EBITDA is attained or exceeded, the payout under the Incentive Compensation Plan would occur by March 15, 2011.
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.
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. |
December 9, 2009 | By: | /s/ H. CLIFFORD BUSTER III |
| Executive Vice President, Chief Financial Officer |
and Principal Financial Officer
