SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) August 25, 2005
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JOHN B. SANFILIPPO & SON, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-19681 36-2419677
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2299 Busse Road, Elk Grove Village, Illinois 60007
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code 847-593-2300
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(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 (see General Instruction A.2. below):
[ ] 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))
John B. Sanfilippo & Son, Inc. (the "Registrant") submits the following
information:
Item 1.01 Entry into a Material Definitive Agreement
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On August 25, 2005, the Compensation, Nominating and
Corporate Governance Committee (the "Committee") approved the
following compensatory plans or arrangements for certain officers
and/or directors of the Company. Following is a description of
the compensation arrangements that were approved by the Committee
for the Company's named executive officers identified in the
Company's 2004 annual meeting proxy statement, which include
Jasper B. Sanfilippo, our Chairman and Chief Executive Officer,
Mathias A. Valentine, our President, Michael J. Valentine, our
Executive Vice President - Finance, Chief Financial Officer and
Secretary, Jeffrey Sanfilippo, our Executive Vice President -
Sales and Marketing and James A. Valentine, our Executive Vice
President - Information Technology (collectively, the "Named
Executive Officers"), as well as certain other officers of the
Company.
Fiscal Year 2006 Annual Incentive Program (the "Incentive Program")
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The Committee approved the participants and relevant
measurement criteria under the Company's Incentive Program. The
Incentive Program was adopted in order to reward officers and
other salaried employees of the Company for the Company's
performance during fiscal 2006 and to further align their
interests with those of the Company's stockholders. The level of
incentive compensation is based upon achievement of goals related
to the growth in net income, growth in revenue, return on average
invested capital and employee safety (collectively, the "Factors"
or individually a "Factor"). The payment of five percent of each
eligible employee's incentive compensation is discretionary which
allows management to recognize exceptional performance or to
detract for underperformance. The employees eligible to
participate in the Incentive Program are divided into categories
and the relative weighting of the Factors is varied among the
categories to reflect the relative importance of the Factors to
each employee category. Employee safety is only a Factor for
eligible operations employees. If the Company's performance on
any Factor is below the threshold performance levels, that
portion of the incentive compensation will be reduced, and if the
Company's performance is below 80% of the goal for a particular
Factor, no incentive compensation will be earned with respect to
that Factor. If the 80% threshold is not achieved for the net
income growth Factor, then no incentive compensation will be
awarded regardless of the performance on the other determining
Factors.
Under the Company's incentive compensation program in
existence prior to August 25, 2005, the sole measure of
performance was the Company's earnings per share. Due to the
Company's performance in this regard during fiscal 2005, none of
the Company's employees was eligible for incentive compensation,
and accordingly, the Committee did not award any incentive
compensation for fiscal 2005. Depending on the Company's
performance relative to the measurement Factors, and assuming the
Company achieves 80% of its net income growth goal, each Named
Executive Officer will be eligible to receive incentive
compensation of between 30% and 90% of his base salary.
Stock Option Grants
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The Committee approved a stock option grant of 3,500
options to each Named Executive Officer in accordance with the
terms of the Company's 1998 Equity Incentive Plan at an exercise
price of $20.306, which is equal to 110% of the fair market value
of the Company's Common Stock on August 29, 2005, the date of
grant. For the Named Executive Officers, the options expire on
August 29, 2010.
Supplemental Retirement Plan
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The Committee approved the terms of the John B. Sanfilippo
& Son, Inc. Supplemental Retirement Plan (the "SERP") covering
certain executive officers of the Company. The purpose of the
SERP is to provide unfunded, non-qualified deferred compensation
benefits upon retirement, disability or death to a select group
of management and key employees of the Company. Participants
with at least five years of employment are eligible to receive
monthly benefits from the SERP after separating from service with
the Company, provided such Participant's employment is not
terminated for "cause" as defined in the SERP.
If a participant in the SERP separates from service on or
after age 65, benefits will be payable to the participant for
life. The monthly installments will be paid at a rate equal to
(a) one-twelfth of 50% of the participant's highest consecutive
5-year average base salary and bonus earned during the
participant's final 10 years of service, multiplied by (b) the
number of full years employed by the Company divided by the
greater of 20 or the number of full years the participant would
have been employed if he had been employed by the Company from
his hire date through attainment of age 65 (which quotient shall
not exceed 1.0). In the event the participant's benefits
commence after his attainment of age 65, his benefit will be the
greater of the actuarial equivalent of the benefit which would
have been payable at age 65 or the benefit as otherwise available
under the SERP. Two of the participants in the SERP have already
reached age 65. If the participant has a beneficiary (the
beneficiary being determined when benefits commence), the
benefits will be in the form of a joint and 100% contingent
annuitant benefit, which is the actuarial equivalent of the
participant's life-only benefit. If a participant separates from
service prior to age 65 and has achieved ten years of service,
certain early retirement benefits may be available.
The Committee approved the following executive officers of
the Company as participants in the SERP, effective as of August
25, 2005: Jasper B. Sanfilippo, our Chairman and Chief Executive
Officer, Mathias A. Valentine, our President, Michael J.
Valentine, our Executive Vice President - Finance, Chief
Financial Officer and Secretary, Jeffrey Sanfilippo, our
Executive Vice President - Sales and Marketing, Jasper B.
Sanfilippo, Jr., our Executive Vice President - Operations and
James A. Valentine, our Executive Vice President - Information
Technology.
SIGNATURE
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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 thereunto duly authorized.
JOHN B. SANFILIPPO & SON, INC.
Date: August 31, 2005 By: /s/ Michael J. Valentine
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Michael J. Valentine
Executive Vice President Finance,
Chief Financial Officer and
Corporate Secretary