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):
September 16, 2005 (September 12, 2005)
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Bob Evans Farms, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-1667 31-4421866
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3776 South High Street, Columbus, Ohio 43207
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(Address of principal executive offices) (Zip Code)
(614) 491-2225
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(Registrant's telephone number, including area code)
Not Applicable
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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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Modifications to Compensation Program for Directors
On September 12, 2005, the Board of Directors (the "Board") of Bob
Evans Farms, Inc. (the "Company") approved certain amendments to the Company's
current compensation program for directors (the "Director Compensation
Program"). The amendments are based upon an analysis of the director
compensation practices of 14 of the Company's industry peers performed by an
independent compensation consultant. Effective September 9, 2005, the cash fees
paid to the members and chairpersons of the Nominating and Corporate Governance
Committee, the Compensation Committee and the Audit Committee of the Board for
each meeting attended were increased as follows:
<Table>
<Caption>
Board Committee Committee Member Fee Committee Chairperson Fee
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Nominating and Corporate
Governance Committee $1,000 (increased from $750) $1,500 (increased from $1,000)
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Compensation Committee $1,500 (increased from $1,250) $2,500 (increased from $2,000)
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Audit Committee $1,750 (increased from $1,500) $3,000 (increased from $2,500)
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</Table>
The Board also amended the Director Compensation Program to provide
that the Chairman of the Board shall receive a monthly cash retainer in the
amount of $5,000 in addition to any other compensation to which the Chairman may
be entitled under the Director Compensation Program. The Board determined that
Robert E.H. Rabold shall be paid the $5,000 monthly retainer effective
(retroactively) August 9, 2005, the date he was appointed Chairman of the Board.
The Board also eliminated the monthly retainer payable to the Lead Independent
Director.
The Board also amended the Director Compensation Program to provide
that non-employee directors who undertake special projects and assignments at
the request of the Chairman of the Board will be compensated on a per diem basis
of $1,000 plus expenses.
A complete copy of the amended Director Compensation Program is
attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Compensation of Interim Chief Executive Officer and President
On September 12, 2005, the Company's independent directors approved a
compensation package for Larry C. Corbin in his capacity as the Interim Chief
Executive Officer and President of the Company. Mr. Corbin will be paid $10,000
per week, effective (retroactively) August 9, 2005, the date he was elected
Interim Chief Executive Officer and President. He will also be entitled to a
performance bonus of up to $200,000 for the period during which he serves as the
Company's Interim Chief Executive Officer and President. Payment of the
performance bonus will be based entirely on the Compensation Committee's
subjective assessment of Mr. Corbin's performance taking into consideration
factors including, but not limited to, improvements in the Company's earnings
per share, increased operating profit of Bob Evans' restaurants, positive
momentum of the Company, the effectiveness of the Company's management team and
employee morale.
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Mr. Corbin has waived his right to participate in, or receive any
benefits under, any employee benefit plans, programs and arrangements of the
Company and its affiliates, including, without limitation, all health and life
insurance arrangements, sick leave and disability programs, tax-qualified
retirement plans, deferred compensation programs and equity-based compensation
plans. This will not, however, affect Mr. Corbin's benefits or rights to any
benefits under any employee benefit plan, program or arrangement of the Company
to which he is entitled as a result of his employment with the Company prior to
calendar year 2005 or as a result of his service a director of the Company. Mr.
Corbin will also be treated as an employee director for purposes of the
Company's Director Compensation Program.
The foregoing description of the compensation of the Company's Interim
Chief Executive Officer and President is not complete and is qualified in its
entirety by reference to the letter agreement entered into by the Company and
Mr. Corbin on September 15, 2005, which is attached as Exhibit 10.2 to this
Current Report on Form 8-K and incorporated herein by reference.
Compensation of Executive Vice President of Food Products
On September 12, 2005, the Company's independent directors approved a
salary increase for Roger D. Williams, Executive Vice President of Food Products
of the Company. Mr. Williams annual base salary was increased from $356,068 to
$409,478 effective September 12, 2005.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired - Not Applicable
(b) Pro Form Financial Information - Not applicable
(c) Exhibits:
The following exhibits are included pursuant to Item 1.01.
Entry into a Material Definitive Agreement of Form 8-K:
10.1 Bob Evans Farms, Inc. Compensation Program for Directors
Approved September 12, 2005
10.2 Letter Agreement, dated September 15, 2005 and effective
as of August 9, 2005, by and between Larry C. Corbin and
Bob Evans Farms, Inc.
[Remainder of page intentionally left blank; signature on following page.]
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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.
BOB EVANS FARMS, INC.
Dated: September 16, 2005 By: /s/ Donald J. Radkoski
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Donald J. Radkoski
Chief Financial Officer, Treasurer
and Secretary
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INDEX TO EXHIBITS
Current Report on Form 8-K
Dated September 16, 2005
<Table>
<Caption>
Exhibit No. Description
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10.1 Bob Evans Farms, Inc. Compensation Program for Directors
Approved September 12, 2005
10.2 Letter Agreement, dated September 15, 2005 and effective as of
August 9, 2005, by and between Larry C. Corbin and Bob Evans
Farms, Inc.
</Table>
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