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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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):January 21, 2005
MICHAELS STORES, INC.
Delaware (State or Other Jurisdiction of Incorporation) | 001-09338 (Commission File Number) | 75-1943604 (IRS Employer Identification No.) |
8000 Bent Branch Drive
Irving, Texas 75063
P.O. Box 619566
DFW, Texas 75261-9566
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code:(972) 409-1300
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 (see General Instruction A.2. below):
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 1.01. Entry into a Material Definitive Agreement. | ||||||||
Item 9.01. Financial Statements and Exhibits. | ||||||||
SIGNATURE | ||||||||
Compensation Policy Regarding Company Cars |
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Item 1.01. Entry into a Material Definitive Agreement.
On March 15, 2005, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Michaels Stores, Inc. (the “Company”) approved the following actions regarding certain executive officers who are expected to be named in the Summary Compensation Table of the Company’s 2005 Proxy Statement (the “Named Executive Officers”):
2005 Base Compensation Determination for Named Executive Officers
The Compensation Committee approved the annual base compensation rates, payable during continued employment, of the Company’s Named Executive Officers, to be effective as of March 27, 2005. The following table sets forth the annual base compensation of the Named Executive Officers for 2004 and 2005:
Base | ||||||||
Name and Position | Year | Compensation | ||||||
R. Michael Rouleau | 2005 | $ | 808,100 | |||||
President and Chief Executive Officer | 2004 | $ | 777,000 | |||||
Jeffrey N. Boyer | 2005 | $ | 375,000 | |||||
Executive Vice President — Chief Financial Officer | 2004 | $ | 363,000 | |||||
Edward F. Sadler | 2005 | $ | 330,000 | |||||
Executive Vice President — Store Operations | 2004 | $ | 320,000 | |||||
Gregory A. Sandfort | 2005 | $ | 300,000 | |||||
Executive Vice President — General Merchandise Manager | 2004 | $ | 260,000 | |||||
Douglas B. Sullivan | 2005 | $ | 300,000 | |||||
Executive Vice President — Development | 2004 | $ | 300,000 | |||||
Charles J. Wyly, Jr. | 2005 | $ | 450,000 | |||||
Chairman of the Board of Directors | 2004 | $ | 450,000 |
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Cash Bonus Awards under 2004 Bonus Plans
The Compensation Committee approved annual cash bonus awards earned during 2004 and paid in 2005 for certain Named Executive Officers under the Company’s 2004 Bonus Plans. The amounts of the bonus awards are as follows:
Name and Position | 2004 Bonus | |||
R. Michael Rouleau | $ | 450,000 | ||
President and Chief Executive Officer | ||||
Ronald S. Staffieri(1) | $ | 240,000 | ||
President — Michaels Stores Group | ||||
Jeffrey N. Boyer | $ | 175,000 | ||
Executive Vice President — Chief Financial Officer | ||||
Edward F. Sadler | $ | 155,000 | ||
Executive Vice President — Store Operations | ||||
Gregory A. Sandfort | $ | 130,000 | ||
Executive Vice President — General Merchandise Manager | ||||
Douglas B. Sullivan | $ | 150,000 | ||
Executive Vice President — Development |
Compensation Policy Regarding Company Cars
On March 15, 2005, the Compensation Committee also adopted a policy regarding the use of automobiles owned or leased by the Company by certain officers of the Company (including certain Named Executive Officers) as part of their compensation (the “Compensation Policy Regarding Company Cars”). Attached to this Current Report on Form 8-K as Exhibit 99.1 is a copy of the Compensation Policy Regarding Company Cars, which policy is incorporated by reference into this Item 1.01.
On January 21, 2005, the Compensation Committee approved the purchase of a new automobile for use by Charles J. Wyly, Jr., the Company’s Chairman of the Board, as part of his compensation. In addition, the Compensation Committee authorized the transfer to Mr. Wyly of title to an older automobile formerly used by him, also as part of his compensation, which transfer took place on February 2, 2005.
(1) | Mr. Staffieri resigned his position with the Company in August 2004. |
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Item 9.01. Financial Statements and Exhibits.
(c)Exhibits.
Exhibit Number | Description | |
99.1 | Michaels Stores, Inc. Compensation Policy Regarding Company Cars, adopted March 15, 2005. |
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SIGNATURE
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.
MICHAELS STORES, INC. | ||||
By: | /s/ Jeffrey N. Boyer | |||
Executive Vice President — Chief Financial Officer | ||||
Date: March 21, 2005
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INDEX TO EXHIBITS
Exhibit Number | Description | |
99.1 | Michaels Stores, Inc. Compensation Policy Regarding Company Cars, adopted March 15, 2005. |