UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): July 28, 2005
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CBRL GROUP, INC.
Tennessee 0-25225 62-1749513
(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction Identification No.)
of Incorporation)
305 Hartmann Drive, Lebanon, Tennessee 37087
(615) 444-5533
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.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On July 28, 2005, the following compensatory plans or arrangements were
approved for certain officers and/or directors of the Company. Each of the plans
or arrangements, with the exception of the establishment of officer salaries for
the Company's 2006 fiscal year ("2006") and establishment of director
compensation, was established pursuant to and comprises a part of the 2002
Omnibus Incentive Compensation Plan (the "Omnibus Plan").
FY 2006 Annual Bonus Plan (the "Bonus Plan")
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The Bonus Plan was adopted in order to reward officers of the Company
and its subsidiaries for the Company's financial performance during 2006 and to
further align their interests with those of the Company's shareholders. The
level of bonus is based upon achievement of goals relative to consolidated net
income, operating income margin and revenue growth, or in the case of
participants who are employees of the Company's subsidiaries, operating income,
store operating income margin and revenue growth of the subsidiaries. The
Company intends for payments under the Bonus Plan to qualify as "performance
based" compensation under Section 162(m) of the Internal Revenue Code to the
maximum amount allowed under the Omnibus Plan.
The bonus to be paid under the Bonus Plan to each of the top 5 most
highly compensated officers of the Company and its subsidiaries (the "Named
Executive Officers") for the Company's 2005 fiscal year ("2005"), among others,
if the Company reaches the target or maximum performance goals established by
the Compensation and Stock Option Committee (the "Committee") is equal to the
applicable percentage, as set forth in the chart below, of such officer's
salary. If performance is below the threshold levels (i.e., equal to 2005 net
income or in the case of officers of subsidiaries, operating income of the
applicable subsidiary), no bonus will be paid. At threshold levels, each officer
would achieve 36% of his target bonus percentage. If the performance level is
between the threshold and target performance levels (as shown below) or between
the target and maximum levels (as shown below), then each such officer shall
receive a payment on a graduated scale.
Name Target Maximum
- ------------ ---------- -----------
Michael A. Woodhouse, 200% 450%
Chairman of the Board and
Chief Executive Officer
Lawrence E. White, 110% 247.5%
Senior Vice President, Finance
and Chief Financial Officer
Cyril J. Taylor, 120% 367.5%
President and Chief Operating Officer,
Cracker Barrel Old Country Store, Inc.
David L. Gilbert, 100% 306.25%
Chief Administrative Officer,
Cracker Barrel Old Country Store, Inc.
Tom Vogel, 100% 306.25%
President and Chief Operating Officer,
Logan's Roadhouse, Inc.
FY 2006 LTI Plan (the "LTI Plan")
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The LTI Plan was adopted in order to encourage, by incentives, certain
key executives to contribute to the long-term financial performance of, and to
remain with, the Company. The LTI Plan is comprised of two equal elements: the
2006 Mid-Term Incentive Retention Plan (the "MTIRP") and the Annual Stock Option
Grant (the "Option Grant"). The value of Option Grants under the LTI Plan will
be equal to a participant's target percentage (as set forth below for the Named
Executive Officers) times the participant's 2006 beginning base salary times a
performance factor based on degree of achievement of the Company's or
subsidiaries', as applicable, 2005 performance relative to the Company's or
subsidiaries', as applicable, 2005 annual plans, which performance will be
determined after the close of 2005. This value will be divided by a generally
accepted option valuation methodology to determine the number of options
awarded. No Option Grants have yet been made under the LTI Plan.
MTIRP participants receive awards consisting of restricted stock or
restricted stock and cash if the Company or its subsidiaries, as applicable,
achieve certain pre-established goals consisting of revenue growth and return on
average adjusted invested capital, as defined in the MTIRP, during 2006 (the
"MTIRP Award"). MTIRP Awards, while earned based on 2006 actual results, cliff
vest at the end of the Company's 2008 fiscal year.
The award to be paid under the MTIRP to each of the Named Executive
Officers if the Company or the subsidiaries reach the target or maximum
performance goals established by the Committee is equal to the applicable
percentage, as set forth in the chart below, of such officer's beginning base
salary. A minimum award equal to 50% of the target times a participant's 2006
beginning base salary is earned under the MTIRP. If the performance level falls
between the minimum level and target levels or between the target and maximum
levels, then each such officer shall receive a payment on a graduated scale
commensurate with specified performance levels.
Name Target Maximum
---- ------ -------
Mr. Woodhouse 175% 350%
Mr. White 60% 120%
Mr. Taylor 87.5% 175%
Mr. Gilbert 60% 120%
Mr. Vogel 60% 120%
CBRL Group, Inc. Targeted Retention Plan (the "Retention Plan")
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The Retention Plan was adopted in order to provide incentives to
certain officers and other key employees of the Company and its subsidiaries to
remain in their positions and achieve results that are aligned with shareholder
interests. The participants in the Retention Plan will be designated by the
Committee from time to time during 2006. The Retention Plan provides for a grant
of that number of shares of the Company's common stock ("Retention Shares")
determined by dividing (i) a value assigned by the Committee at the time the
award is made (the "Award Value") that may not exceed the greater of (a) the
product of 2 times the participant's 2006 beginning base salary, or (b) the
participant's salary plus the actual bonus paid (or accrued) in 2006 (the "2006
Compensation") by (ii) the fair market value of the Company's common stock on
the last trading day of 2006 (for participants whose Award Value is based on his
or her 2006 Compensation) or the date of the award (for all other participants).
Retention Shares vest and will be distributed according to vesting schedules
determined with each award. No awards have been made under the Retention Plan to
date.
Stock Ownership Achievement Incentive Plan (the "Ownership Plan")
- ------------------------------------------
The Ownership Plan was adopted in order to encourage the early
attainment of the stock ownership guidelines (the "Ownership Guidelines") for
certain officers of the Company and its subsidiaries ("Covered Officers") (such
Ownership Guidelines are posted on the Company's website at www.cbrlgroup.com).
The Ownership Guidelines set forth certain share ownership requirements that the
Covered Officers are expected to attain over a five-year period. Under the
Ownership Plan, a Covered Officer will be awarded common stock in the amount of
the greater of 100 shares or two percent (2%) of the number of shares specified
in the Ownership Guidelines for such Covered Officer, if the Covered Officer
achieves certain specified progress each year during the five-year period toward
the Ownership Guidelines. In future years, failure to achieve specified ongoing
progress toward share ownership requirements would result in reduced Option
Grants under the LTI Plan.
On July 28, 2005, it was determined that each of the following Named
Executive Officers had achieved the specified progress and, accordingly, shall
be awarded the following respective number of shares on August 1, 2005, the
first business day of the Company's 2006 fiscal year:
Mr. Woodhouse 1,400
Mr. White 300
Mr. Taylor 100
Mr. Gilbert 200
Mr. Vogel 200
FY06 Salaries for Named Executive Officers
- ------------------------------------------
The Compensation Committee approved the following salaries for 2006 for
the Named Executive Officers (other than Mr. Woodhouse, whose 2006 salary was
previously approved and disclosed in a Form 8-K filing on July 1, 2005):
Mr. White $425,000
Mr. Taylor $475,000
Mr. Gilbert $364,000
Mr. Vogel $375,000
Director Compensation
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The following schedule of compensation for the directors of the Company
who are not otherwise officers or employees of the Company or any of its
subsidiaries or affiliates (the "Non-Employee Directors") are effective for
2006:
o Annual retainer fee* $45,000
Annual retainer fee for Lead Independent Director* $75,000
o Additional annual retainer fee paid to chairperson of each committee*
Audit Committee $18,000
Compensation and Stock Option Committee $13,000
All other Committees $ 8,000
o Committee meeting fees for each meeting attended
Audit Committee $ 2,000
Compensation and Stock Option Committee $ 2,000
All other Committees $ 1,500
o Annual grant of 2,000 shares of restricted stock, with 3-year cliff
vesting, upon election/re-election to the Board
o Annual option to acquire up to 1,000 shares of common stock, vesting at
the rate of 33 1/3% per year for 3 years, upon election/re-election to
the Board
Non-Employee Directors also shall be reimbursed for out-of-pocket
expenses incurred in connection with attendance at meetings.
Non-Employee Directors are offered the option to participate in the
Company's Deferred Compensation Plan. The Deferred Compensation Plan allows a
participant to defer a percentage or sum of his or her compensation and earn
interest on that deferred compensation at a rate equal to the 10-year Treasury
bill rate (as in effect at the beginning of each calendar quarter) plus 1.5%.
* Payable in quarterly installments; no meeting fees other than for committee
meetings
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On July 29, 2005, the Company issued the press release that is filed as
Exhibit 99 to this Current Report on Form 8-K, which by this reference is
incorporated herein as if copied verbatim, announcing the election of Richard J.
Dobkin to its Board of Directors effective immediately. Mr. Dobkin, who was
elected to the Board on July 28, 2005, has not yet been appointed to any
committees of the Board.
There are no arrangements or understandings between Mr. Dobkin and any
other persons pursuant to which he was selected as a director of the Company.
Mr. Dobkin has not been a party to any transactions that would be required to be
reported under Item 404(a) of Regulation S-K in this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements. None
(b) Pro Forma Financial Information. None
(c) Exhibits.
99 Press Release issued by CBRL Group, Inc. dated July 29, 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.
Dated: August 1, 2005 CBRL GROUP, INC.
By: /s/ N.B. Forrest Shoaf
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Name: N.B. Forrest Shoaf
Title: Senior Vice President,
Secretary and General Counsel