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): March 2, 2005
The Warnaco Group, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 001-10857 95-4032739
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
501 Seventh Avenue, New York, New York 10018
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 287-8000
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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.):
|_| 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.
2005 Directors' Compensation
Effective for the 2005 fiscal year, the Compensation Committee of the Board of
Directors of the Company (the "Compensation Committee") has set the
compensation for members of the Company's Board of Directors as set forth in
Exhibit 10.1 attached hereto, the terms of which are incorporated by reference
herein.
2005 Base Salaries of Named Executive Officers
On March 2, 2005, the Compensation Committee approved the following 2005 base
salaries, which were effective March 1, 2005, for the Company's named executive
officers: Joseph R. Gromek ($950,000); Lawrence R. Rutkowski ($550,000); Roger
A. Williams ($680,000); Frank Tworecke ($700,000); and Stanley P. Silverstein
($525,000). Roger A. Williams was the only named executive officer to receive a
base salary increase for 2005. His prior salary was $650,000.
2005 Performance Bonus Targets for Named Executive Officers
On March 2, 2005, the Compensation Committee approved the financial performance
metrics for fiscal 2005 bonus awards to participants in the Company's Incentive
Compensation Plan, including the Company's executive officers. Under the
Incentive Compensation Plan, the named executive officers are eligible to
receive bonus awards (i) based on the Company's operating income, with respect
to Joseph R. Gromek, Lawrence R. Rutkowski and Stanley P. Silverstein; (ii)
based 60% on the operating income of the Company's Swimwear Group and 40% on
the operating income of the Company, with respect to Roger A. Williams; and
(iii) based 60% on the operating income of the Company's Sportswear Group and
40% on the operating income of the Company, with respect to Frank Tworecke. For
fiscal 2005, (a) Mr. Gromek's potential bonus award under the Incentive
Compensation Plan is targeted at 100% of base salary, with a maximum potential
bonus award of 185% of target; (b) Messrs. Rutkowski's and Silverstein's
potential bonus awards under the Incentive Compensation Plan are targeted at
85% of base salary (increased from 70% in fiscal 2004), with maximum potential
bonus awards of 165% of target; and (c) Messrs. Williams' and Tworecke's
potential bonus awards under the Incentive Compensation Plan are targeted at
70% of base salary, with maximum potential bonus awards of 165% of target.
In addition to the incentive compensation program described above, the
Compensation Committee reserves the right to pay discretionary bonuses to
executive officers based on certain qualitative considerations and/or
extraordinary performance during the year.
2004 Bonus Awards
On March 2, 2005, the Compensation Committee approved the following bonus
awards for the Company's named executive officers: Joseph R. Gromek ($864,000);
Lawrence R. Rutkowski ($369,600); Roger A. Williams ($436,800); Frank Tworecke
($309,288); and Stanley P. Silverstein ($352,800).
Item 9.01. Financial Statements and Exhibits
Exhibit Number Description of Exhibit
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10.1 Statement of Directors' Compensation for 2005.
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.
THE WARNACO GROUP, INC.
Date: March 10, 2005 By: //s/ Jay A. Galluzzo
_____________________________________
Name: Jay A. Galluzzo
Title: Senior Vice President,
General Counsel and Secretary
Exhibit Index
10.1 Statement of Directors' Compensation for 2005.
Exhibit 10.1
Directors' Compensation for 2005
For fiscal 2005, members of the Board of Directors (other than the
non-executive chairman of the Board) (the "Directors") shall be paid the
following fees for their Board-related services:
Board Membership Fees. Each Director shall be paid an annual fee of
$95,000 comprised of $35,000 cash, payable quarterly, and $60,000 of the
Company's Common Stock issuable under the Company's 2003 Stock Incentive Plan
and payable after the May 23, 2005 annual meeting (the "Annual Board Fee"). In
addition to the Annual Board Fee, each Director shall be paid a $1,500 per day
fee for each Board meeting he or she attends (the "Attendance Fee"). Directors
also receive reimbursement for out of pocket expenses incurred in connection
with their service as a Director.
Committee Meeting Fees. In addition to the Board Membership Fees
specified above, Directors who serve on any Board committees shall be paid
$1,200 per day per Committee meeting attended.
Committee Chairman Fees. In addition to the Board Membership Fees and
the Committee Membership Fees specified above, Directors who serve as chairmen
of the following Board committees shall be paid as follows:
Audit Committee. The chairman of the Audit Committee shall be paid an
annual fee of $10,000.
Compensation Committee. The chairman of the Compensation Committee
shall be paid an annual fee of $5,000.
Nominating and Governance Committee. The chairman of the Nominating
and Governance Committee shall be paid an annual fee of $5,000 provided that
such chairman is not the Non-Executive Chairman of the Board.
For fiscal 2005, the Non-Executive Chairman of the Board shall be paid
an annual fee of $200,000, payable monthly, plus $110,000 of the Company's
Common Stock issuable under the Company's 2003 Stock Incentive Plan and payable
after the May 23, 2005 annual meeting. The Non-Executive Chairman of the Board
does not receive any additional compensation associated with his Board service
other than reimbursement for out of pocket expenses incurred in connection with
his service.