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): March 4, 2009
COBRA ELECTRONICS CORPORATION
(Exact Name of Registrant as Specified in Charter)
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| Delaware | | 0-511 | | 36-2479991 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
| 6500 West Cortland Street, Chicago, Illinois | | 60707 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (773) 889-8870
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:
| ¨ | 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;Compensatory Arrangements of Certain Officers. |
2008 Executive Incentive Payments
On March 4, 2009, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Cobra Electronics Corporation (the “Company”), approved the 2008 incentive payments to the Company’s executive officers. Due to extraordinary and unusual events affecting the Company’s financial results for the year ended December 31, 2008, the Compensation Committee determined that it was advisable to adjust the 2008 incentive payments of the Company’s executive officers from the amounts to be paid pursuant to the Company’s 2008 Executive Bonus Structure. The Compensation Committee approved 2008 incentive payments to the Company’s named executive officers in the following amounts: Michael Smith ($65,713), Anthony A. Mirabelli ($27,500) and Gerald M. Laures ($13,250). The 2008 annual bonus to be received by the Company’s Chairman and Chief Executive Officer, James R. Bazet, is set by the terms of his employment agreement.
2009 Executive Incentive Payment Plan
On March 4, 2009, the Compensation Committee of the Company, adopted the 2009 Executive Incentive Payment Plan (the “Plan”) for the Company’s executive officers (other than James R. Bazet, the Company’s Chairman and Chief Executive Officer (the “CEO”)) (the “Officers”) and certain other key employees. Under the Plan, the Officers shall be entitled to earn cash incentive compensation (an “Award”) based upon the achievement of certain pre-established performance goals for 2009 outlined in the Plan (the “Performance Goals”) for each Officer. The annual bonus to be received by the CEO is determined in accordance with the terms of his employment agreement. Certain aspects of the Performance Goals under the Plan applicable to Michael Smith, the Company’s Senior Vice President and Chief Financial Officer, are established pursuant to the terms of the employment agreement dated December 21, 2007 between Mr. Smith and the Company and certain aspects of the Performance Goals under the Plan applicable to Anthony Mirabelli, the Company’s Senior Vice President, Marketing and Sales are established pursuant to the terms of the employment agreement dated April 20, 1999 between Mr. Mirabelli and the Company.
Under the Plan, the Performance Goals consist of certain individual performance objectives and an operational component measured against targeted operating profit levels of the Company. If a participant achieves 100% of the participant’s Performance Goals, the participant will receive the “target” Award, which is equal to 25% of the participant’s 2009 base salary (or 35% in the case of Mr. Smith, Mr. Mirabelli and Mr. Laures) 30% of the “target” Award will be based on achieving the individual performance objectives and 70% of the “target” Award will be based on achieving the target operating profit levels. At the end of the fiscal year, the CEO will be responsible for assessing the actual performance of each Officer against the Officer’s respective Performance Goals and recommending any Award under the Plan based on the percentage of individual performance objectives achieved and whether any of the target operating profit levels of the Company have been met. The Plan also provides for incentive payments of 2.5% of the annual base salary in addition to the “target” Award level if certain operating profit targets are reached. For purposes of the Plan, operating profit will be calculated based on the Company’s consolidated results without regard to extraordinary or other nonrecurring or unusual items in accordance with generally accepted accounting principles unless the Compensation Committee determines that any such item shall not be disregarded. In order for the Officers to receive any Award based on achievement of individual performance objectives, the Company will have to achieve operating profit as calculated pursuant to the Plan. The Compensation Committee will review and approve the CEO’s recommendations.
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.
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| COBRA ELECTRONICS CORPORATION |
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| By: | | /s/ Michael Smith |
| Name: | | Michael Smith |
| Title: | | Senior Vice President and Chief Financial Officer |
Date: March 10, 2009
