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): February 5, 2013
SAKS INCORPORATED
| | | | |
| Tennessee | | 1-13113 | | 62-0331040 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
12 East 49th Street
New York, New York | | 10017 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 940-5305
Check the appropriate box 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.
On February 5, 2013, the Human Resources and Compensation Committee (the “Committee”) of the Board of Directors of Saks Incorporated (the “Company”) established the performance measures for the Company’s 2013 annual bonus program and the 2013 long-term incentive program for the Company’s executive officers, including those persons who were the “named executive officers” in the Company’s most recent filing with the Securities and Exchange Commission (“SEC”) that required disclosure pursuant to Item 402(c) of Regulation S-K.
The Committee established the following performance measures for the 2013 annual bonus program: (i) earnings before interest, taxes, depreciation and amortization (“EBITDA”) at specified levels (75% weight) and (ii) the accomplishment of key corporate objectives (25% weight). For fiscal year 2013, the payout of each of the named executive’s target bonus will be determined according to the Company’s level of achievement for the Company’s 2013 fiscal year against each of the performance measures as follows:
Performance Measures
| | | | | | | | | | | | |
| EBITDA | | Threshold | | | Target | | | Maximum | |
| | | 30 | % | | | 100 | % | | | 150 | % |
| | | | | | | | | | | | | | | | |
| Corporate Objectives | | Meeting No
Objectives | | | Meeting Some
Objectives | | | Meeting Most
Objectives | | | Meets
Objectives | |
| | | 0 | % | | | 50 | % | | | 75 | % | | | 100 | % |
Should the Company’s EBITDA exceed certain levels, the payout of the corporate objectives component of an executive’s target bonus may be increased. In addition, the Committee may reduce award amounts under the 2013 annual bonus program at its discretion.
The Company’s 2013 long-term incentive program consists of awards of performance shares, performance units to be settled in cash, and restricted stock granted under the Company’s 2009 Long-Term Incentive Plan. The Committee determined that restricted stock vests three years following the grant date. The Committee also determined that the payout of performance shares and performance units will be subject to the following performance measure: Operating Income at specified levels (100% weight), with, for performance shares, a performance period of two years and a holding period of an additional one year, and for performance units, a performance period of one year, with 50% payable six months following the Committee’s determination that the award (in part or in full) has been earned, and 50% payable eighteen months after such determination. The payout of the awards for achievement of the performance measure is capped at 150%. The payout of awards will be determined according to the Company’s level of achievement against the performance measure as follows:
Performance Measure
| | | | | | | | | | | | |
| Operating Income | | Threshold | | | Target | | | Maximum | |
| | | 30 | % | | | 100 | % | | | 150 | % |
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.
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| Dated: February 11, 2013 | | | | SAKS INCORPORATED |
| | | |
| | | | By: | | /s/ Ann Robertson |
| | | | Name: | | Ann Robertson |
| | | | Title: | | Associate General Counsel and Corporate Secretary |
