Fbi Wind Down (FBN) 8-K Departure of Directors or Certain Officers

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): May 6, 2010

FURNITURE BRANDS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation) 001-00091
(Commission
File Number) 43-0337683
(I.R.S. Employer
Identification No.)

1 North Brentwood Blvd., St. Louis, Missouri
(Address of principal executive offices) 63105
(Zip Code)

(314) 863-1100
(Registrant’s telephone number, including area code)

None
(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 (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))

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(e) Compensatory Arrangements of Certain Officers.

2010 Omnibus Incentive Plan

At the Annual Meeting of Stockholders of Furniture Brands International, Inc. (the “Company”) held on May 6, 2010 (the “2010 Annual Meeting”), the Company’s stockholders approved the Company’s 2010 Omnibus Incentive Plan (the “2010 Plan”), which the Board of Directors (the “Board”) adopted, subject to stockholder approval, on February 26, 2010.

The 2010 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, stock units (including deferred stock units), unrestricted stock, dividend equivalent rights, and cash bonus awards. Any of these awards may, but need not, be made as performance incentives to reward attainment of annual or long-term performance goals. The number of shares reserved for issuance under the 2010 Plan is equal to the sum of 2,000,000 shares of the Company’s Common Stock, no par value (“Common Stock”), plus the 1,076,886 shares of Common Stock remaining available for issuance under the Company’s 2008 Incentive Plan (“2008 Plan”) and up to 714,712 shares of Common Stock under the 2008 Plan that subsequently become available as a result of outstanding stock options and restricted stock awards that are forfeited, expired or cancelled. A full description of the material terms of the 2010 Plan are in the Company’s definitive Proxy Statement for the 2010 Annual Meeting filed with the Securities and Exchange Commission (“SEC”) on March 22, 2010 (the “Proxy Statement”), and the description of the 2010 Plan is incorporated herein by reference.

The foregoing description of the 2010 Plan is qualified in its entirety by reference to the complete text of the 2010 Plan, which is filed as Exhibit 4.1 to the Company’s Form S-8 filed with the SEC on May 6, 2010, and incorporated herein by reference.

Forms of Award Agreements

The awards made pursuant to the 2010 Plan will be made by the Board or the Human Resources Committee (the “Committee”) through the use of various forms of award agreements, which set forth terms applicable to specific awards. On May 6, 2010, the Committee approved the forms of restricted stock award agreement, restricted stock unit agreement, nonqualified stock option agreement, and incentive stock option agreement. Copies of these agreements are attached hereto as Exhibits 10.2, 10.3, 10.4 and 10.5, and incorporated herein by reference.

Long-Term Incentive Awards

Upon stockholder approval of the 2010 Plan on May 6, 2010, the Committee granted awards to certain executive officers under the Company’s 2010-2012 Performance Share Plan (the “Performance Plan”), which Performance Plan was adopted subject to stockholder approval of the 2010 Plan. The performance shares and cash awards granted under the Performance Plan will be paid out upon the Company achieving certain return on invested capital goals over the three year period from January 1, 2010 through December 31, 2012. The Performance Plan has a formula that establishes a payout range if and to the extent that the return on invested capital goals are met or exceeded. Payouts range from 50% of target value if threshold return on invested capital goals are achieved up to 200% of target value if the Company’s performance

meets or exceeds the maximum return on invested capital goals. No awards will be paid if the Company’s performance does not meet the minimum threshold.

The grants to the Company’s Named Executive Officers under the Performance Plan are as follows:

	No. of Performance Shares						Dollar Value of Cash
	Threshold		Target		Maximum		Threshold		Target		Maximum
Ralph P. Scozzafava		68,822		137,643		275,286	$	421,875	$	843,750	$	1,687,500
Steven G. Rolls		18,903		37,806		75,612		115,875		231,750		463,500
Jon D. Botsford		10,706		21,411		42,822		65,625		131,250		262,500
Raymond J. Johnson		7,616		15,232		30,464		46,688		93,375		186,750
Edward D. Teplitz		11,929		23,858		47,716		73,125		146,250		292,500

The form of performance share agreement is attached hereto as Exhibit 10.6 and is incorporated herein by reference. The above description is qualified in its entirety by reference to such form.

On May 6, 2010, the Committee also granted to certain executives stock options that vest in three equal annual installments commencing on May 6, 2011. The Company’s Named Executive Officers, Ralph P. Scozzafava, Steven G. Rolls, Jon D. Botsford, Raymond J. Johnson and Edward D. Teplitz, received grants of 135,563; 37,235; 21,088; 15,002 and 23,498, respectively. The form of nonqualified stock option agreement is included as Exhibit 10.4 and is incorporated herein by reference. The description of the stock options is qualified in its entirety by reference to such form.

2010 Employee Stock Purchase Plan

At the 2010 Annual Meeting, the Company’s stockholders approved the Company’s 2010 Employee Stock Purchase Plan (the “ESPP”), which the Board adopted, subject to stockholder approval, on February 26, 2010.

The ESPP permits eligible employees to elect to have a portion of their pay deducted by the Company or to make periodic cash payments, if authorized by the Committee, to purchase shares of the Company’s Common Stock. 1,500,000 shares of Common Stock are available for purchase by eligible employees of the Company or any of its subsidiaries under the ESPP. A full description of the material terms of the ESPP are in the Company’s Proxy Statement, and the description of the ESPP is incorporated herein by reference.

The foregoing description of the ESPP is qualified in its entirety by reference to the complete text of the ESPP, which is filed as Exhibit 4.2 to the Company’s Form S-8 filed with the SEC on May 6, 2010 and incorporated herein by reference.

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

At the 2010 Annual Meeting, Proposals 1, 2, 3, 4 and 5 were approved by stockholders. The proposals below are described in detail in the Company’s Proxy Statement. The results are as follows:

Proposal 1-Election of eight directors to the Board of Directors.

	For		Against		Abstained		Broker Non-Vote
Wilbert G. Holliman		34,990,455		196,612		32,113		2,501,767
John R. Jordan, Jr.		34,702,570		464,590		52,020		2,501,767

3

	For		Against		Abstained		Broker Non-Vote
Ira D. Kaplan		34,972,701		217,818		28,661		2,501,767
Maureen A. McGuire		34,864,288		326,331		28,561		2,501,767
Aubrey B. Patterson		34,594,308		389,515		235,357		2,501,767
Alan G. Schwartz		34,835,841		354,719		28,620		2,501,767
Ralph P. Scozzafava		34,613,769		191,368		414,043		2,501,767
James M. Zimmerman		34,935,075		232,404		51,701		2,501,767

Proposal 2-Approval of the Company’s 2010 Omnibus Incentive Plan.

For	Against		Abstained		Broker Non-Vote
33,157,921		1,929,757		131,500		2,501,769

Proposal 3-Approval of the Company’s 2010 Employee Stock Purchase Plan.

For	Against		Abstained		Broker Non-Vote
34,973,223		232,023		13,933		2,501,768

Proposal 4- Ratification of the approval of the Company’s Amended and Restated Stockholders Rights Agreement

For	Against		Abstained		Broker Non-Vote
18,421,626		16,685,237		112,316		2,501,768

Proposal 5-Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2010

For	Against		Abstained		Broker Non-Vote
37,279,018		401,826		40,103		—

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.		Description
	10.1	Furniture Brands International, Inc. 2010 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 4.1 to the Company’s Form S-8 filed on May 6, 2010).
	10.2	Form of Restricted Stock Award Agreement under 2010 Omnibus Incentive Plan.
	10.3	Form of Restricted Stock Unit Agreement under 2010 Omnibus Incentive Plan.
	10.4	Form of Nonqualified Stock Option Agreement under 2010 Omnibus Incentive Plan.
	10.5	Form of Incentive Stock Option Agreement under 2010 Omnibus Incentive Plan.
	10.6	Form of Performance Share Agreement under 2010 Omnibus Incentive Plan.
	10.7	Furniture Brands International, Inc. 2010 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 4.2 to the Company’s Form S-8 filed on May 6, 2010).

4

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.

Dated: May 11, 2010

Furniture Brands International, Inc. (Registrant)
By:	/s/ Jon D. Botsford
	Name:	Jon D. Botsford
	Title:	General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	Furniture Brands International, Inc. 2010 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 4.1 to the Company’s Form S-8 filed on May 6, 2010).
10.2	Form of Restricted Stock Award Agreement under 2010 Omnibus Incentive Plan.
10.3	Form of Restricted Stock Unit Agreement under 2010 Omnibus Incentive Plan.
10.4	Form of Nonqualified Stock Option Agreement under 2010 Omnibus Incentive Plan.
10.5	Form of Incentive Stock Option Agreement under 2010 Omnibus Incentive Plan.
10.6	Form of Performance Share Agreement under 2010 Omnibus Incentive Plan.
10.7	Furniture Brands International, Inc. 2010 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 4.2 to the Company’s Form S-8 filed on May 6, 2010).