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): December 13, 2007
Cox Radio, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-12187 58-1620022
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
6205 Peachtree Dunwoody Road
Atlanta, Georgia 30328
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(Address of principal executive offices) (Zip Code)
(678) 645-0000
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(Registrant's telephone number, including area code)
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:
[ ] 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 Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory
Arrangements of Certain Officers.
Approval of Compensatory Plan
On December 13, 2007, the Compensation Committee of the Board of Directors of
Cox Radio approved the Cox Radio, Inc. Annual Incentive Plan, to become
effective on January 1, 2008. The Annual Incentive Plan is intended to allow a
portion of the annual incentive compensation paid to certain senior executives
of Cox Radio to qualify as "performance-based" compensation under Section 162(m)
of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder. These provisions impose a $1 million deduction limit on the amount
of compensation paid to certain senior executive officers, but exempts from this
deduction limit compensation that qualifies as "performance-based" compensation.
Under the Annual Incentive Plan, a target bonus is established as the
executive's annual incentive award, with a percentage of the award to be based
exclusively on performance targets applied to objective and measurable
performance goals in one or more of the following areas: income before
depreciation and amortization; controllable free cash flow; cash flow (operating
cash flow or free cash flow); revenue; earnings; income (operating income or net
income); debt; return on assets; return on equity; return on investment; profit;
and working capital (or its components such as inventory, accounts payable and
accounts receivable). In addition to the portion of the target bonus based on
performance targets, the remaining portion of the award would be based on a
subjective target related to individual performance, and this subjective portion
cannot be increased to augment or replace the performance-based portion. The
Annual Incentive Plan would be administered by the Compensation Committee, which
would have the discretion to establish the percentage of the award that would be
based on performance targets and to reduce or eliminate (but not increase) any
performance-based award.
Section 162(m) requires that the Annual Incentive Plan performance goals and
targets be approved by the stockholders of Cox Radio, and Cox Radio intends to
include these Annual Incentive Plan measures on the agenda for a stockholder
vote at the 2008 annual meeting.
The foregoing is a summary of the material terms of the Annual Incentive Plan.
As a summary of the material terms of the Annual Incentive Plan, it does not
purport to be complete and is subject to, and qualified in its entirety by, the
terms of the Annual Incentive Plan, a copy of which is attached hereto as
Exhibit 10.1 and incorporated herein by reference.
Retirement of a Director
On December 13, 2007, the Board of Directors accepted the resignation of
director Paul M. Hughes, effective January 1, 2008. Mr. Hughes, a member and
past Chair of the Audit Committee and a member of the Compensation Committee,
has served as a director since December 1996. A copy of the press release
announcing Mr. Hughes' retirement is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
10.1 Cox Radio, Inc. Annual Incentive Plan
(management contract or compensation plan).
99.1 Press release dated December 14, 2007.
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.
COX RADIO, INC.
Date: December 14, 2007 By:/s/ Neil O. Johnston
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Name: Neil O. Johnston
Title: Vice President and
Chief Financial Officer
Exhibit 10.1
COX RADIO, INC. ANNUAL INCENTIVE PLAN
This Cox Radio, Inc. Annual Incentive Plan (the "Plan), which shall be
effective as of January 1, 2008, is designed to provide incentive benefits to
designated senior management employees of Cox Radio, Inc. ("Cox Radio").
1. DEFINITIONS
For purposes of the Plan, the following terms shall have the meanings
set forth below:
(a) "Award" means the amount of cash bonus payable under the Plan to a
Participant with respect to a Plan Year.
(b) "Board" means the Board of Directors of Cox Radio.
(c) "Committee" means the Compensation Committee of the Board.
(d) "Earned Target Percentage" means the percentage of the Performance
Target earned and payable to a Participant under the provisions of the Plan with
respect to a Plan Year that is based on the achievement of one or more
Performance Goals.
(e) "Participant" means any senior management employee of Cox Radio
designated as a Participant by the Committee.
(f) "Performance Goals" means one or more factors as determined by the
Committee each Plan Year that may include objective measurable performance
factors including Income Before Depreciation and Amortization; Controllable Free
Cash Flow; cash flow (operating cash flow or free cash flow); revenue; earnings;
income (operating income or net income); debt; return on assets; return on
equity; return on investment; profit; and working capital (or its components
such as inventory, accounts payable and accounts receivable).
(g) "Performance Target" means for a Plan Year beginning on or after
January 1, 2008, that portion of the Target Bonus that is to be earned solely
based on the achievement of one or more Performance Goals.
(h) "Plan" means the Cox Radio, Inc. Annual Incentive Plan, as may be
amended from time to time.
(i) "Plan Year" means the calendar year.
(j) "Subjective Target" means for a Plan Year beginning on or after
January 1, 2008, that portion of the Target Bonus that is to be earned solely
based on subjective performance factors, including individual performance.
(k) "Target Bonus" means for a Plan Year beginning on or after January
1, 2008, an amount of cash bonus equal to a percent of a Participant's base
compensation for the Plan Year, which percent shall be established by the
Committee.
2. ADMINISTRATION
The Plan shall be administered by the Committee, which shall have the
discretionary authority to interpret the provisions of the Plan, including all
decisions on eligibility to participate, establishment of the Target Bonus, the
Performance Target and the Subjective Target, payment targets and the amount of
Awards payable under the Plan. A writing signed by all members of the Committee
shall constitute an act of the Committee without the necessity of a meeting. The
intention of Cox Radio and the Committee is to administer the Plan so that any
portion of any Award based on the Performance Target will be treated as
performance-based compensation, as that term is defined in Section 162(m)(4)(C)
of the Internal Revenue Code (the "Code"). If any provision of the Plan
pertaining to the Performance Goals does not comply with the requirements of
Section 162(m) of the Code, then such provision shall be construed or deemed
amended to the extent necessary to conform to such requirements. The decisions
of the Committee shall be final and binding on all parties.
3. ESTABLISHMENT OF EARNED TARGET PERCENTAGE
With respect to each Plan Year, the Committee will establish a schedule
of Performance Goals, and will establish a methodology to derive the Earned
Target Percentage. An objective methodology shall be applied to the Performance
Goals, to be based solely and exclusively on the level of the designated
Performance Goals achieved for a Plan Year. The designated Performance Goals and
the objective methodology to be used with respect to the Performance Goals for
the Plan Year, including but not limited to the designation of the Target Bonus
and the Performance Target, shall be established in writing by the Committee
within 90 days from the beginning of the Plan Year.
4. CALCULATION OF AWARD
(a) With respect to each Plan Year, the portion of the Award based on
the Performance Goals that is payable to any Participant will be calculated by
multiplying the Participant's Performance Target by the Earned Target Percentage
for such Plan Year. In addition, with respect to each Plan Year, the portion of
the Award that constitutes the Subjective Target shall be determined by the
Committee in the exercise of its sole discretion. The amount of the Subjective
Target will not be adjusted to compensate for a failure to attain the
Performance Goals, but instead will be based entirely on separate subjective
standards. The maximum amount of an Award that can be paid under the Plan for
any Plan Year shall be $1,500,000.
(b) If a Participant either terminates employment, including on
account of retirement or disability, or dies during a Plan Year, then the
Participant, or the Participant's beneficiary, shall be entitled to receive a
pro rata share of the Award otherwise payable thereto with respect to the Plan
Year. The amount of the pro rata Award payable under this Paragraph 4(b) shall
be determined by multiplying the Award otherwise payable under the Plan by a
fraction, the numerator of which is the number of days during the Plan Year that
the Participant was employed preceding the date of termination or death and the
denominator of which is 365.
(c) Notwithstanding any provisions of the Plan to the contrary, the
Committee reserves the right, in its sole discretion, to reduce or eliminate the
amount of an Award otherwise payable to a Participant with respect to a Plan
Year.
5. DISTRIBUTIONS
(a) At the sole discretion of the Committee, distribution of each Award
shall be made by Cox Radio either (1) in a lump sum cash payment, (2) in the
form of shares of common stock of Cox, which shares may be subject to certain
restrictions upon issue that impose a risk of forfeiture or (3) some combination
of cash and common stock; provided, that the issuance of shares of common stock
may be made only to the extent permissible under applicable securities laws. In
the event any distribution is made in the form of Cox Radio common stock, the
value of the common stock so issued may not exceed the total amount of the Award
to be made under this Plan, and the value of any fractional shares of common
stock shall be distributed in cash. The Committee, acting in its sole
discretion, may determine the terms and conditions of restrictions, if any, that
shall be applied to the common stock issued hereunder. Any distribution made
under this Plan shall occur within a reasonably practicable period of time after
the end of the Plan Year in which the Participant has earned the Award;
provided, that no Award shall become payable to a Participant with respect to
any Plan Year until the Committee has certified in writing that the terms and
conditions underlying the payment of such Award have been satisfied and any such
Award must be paid no later than the end of the Plan Year immediately following
the Plan Year in which the Participant has earned the Award. If a Participant
entitled to the payment of an Award under the Plan dies prior to the
distribution of such Award, the distribution shall be made to the Participant's
beneficiary, as designated under the Plan, within the same time period in which
the Award otherwise would have been paid to the Participant.
(b) Notwithstanding any provisions of the Plan to the contrary, no
Award shall be payable to a Participant with respect to the Plan Year commencing
on January 1, 2008 unless and until the Plan is approved by the majority vote of
the shareholders of Cox Radio voting with respect to the approval of the Plan.
The Committee reserves the right to precondition the payment of an Award with
respect to any Plan Year beginning on or after January 1, 2009 on the prior
approval of a majority vote of the shareholders of Cox Radio.
6. DESIGNATION OF BENEFICIARIES
Each Participant may designate in writing and deliver to Cox Radio the
name and address of the person or persons to whom an Award remaining payable
under this Plan shall be paid in the event of the Participant's death. If the
Participant has failed to make and deliver such a designation to Cox Radio, or
if no person so designated survives the Participant, then Cox Radio shall pay
such an Award to the Participant's lawful spouse, if then living, or, if not
then living, equally to the Participant's then living children, or, if none
survive the Participant, to the Participant's estate.
7. LIMITATION ON CLAIM FOR BENEFITS
Participants shall look solely to Cox Radio for satisfaction of a claim
for an Award under this Plan. In no event shall the Board or any director,
officer, employee, or agent of Cox Radio, including members of the Committee, be
liable in its, his or her individual capacity to any person whomsoever for the
payment of a benefit under this Plan. All payments under this Plan shall be made
from Cox Radio's general assets, and no person under any circumstances
whatsoever shall have a claim for a benefit or payment under this Plan which is
superior in any manner whatsoever to an unsecured claim for a payment by a
general creditor of Cox Radio.
8. WITHHOLDING ON BENEFIT PAYMENTS
Notwithstanding any other provisions of the Plan, Cox Radio shall be
entitled to withhold from each Award paid under this Plan such amounts as are
required by applicable state or Federal law or the order of any court.
9. NO ALIENATION, ASSIGNMENT OR OTHER RIGHTS
Neither the Participant nor the person(s) designated as the
Participant's beneficiaries shall have any right whatsoever to alienate,
commute, anticipate or assign (either at law or in equity) all or any portion of
any Award payable under this Plan.
10. GOVERNING LAW
This Plan shall be interpreted under the laws of the State of Georgia,
to the extent not preempted by federal law.
11. SAVINGS CLAUSE
If any provision of this Plan is held invalid or unenforceable, it will
not affect the other provisions. The Plan will remain in effect as though the
invalid or unenforceable provisions were omitted.
12. AMENDMENT AND TERMINATION
The Committee reserves the right to amend or terminate this Plan at any
time without the consent of the shareholders of Cox Radio; except as required by
any federal or state law or by the rules of any stock exchange on which shares
of the common stock of Cox Radio are listed. No such amendment or termination
shall retroactively reduce the amount of an Award already accrued to the benefit
of any Participant prior to the effective date of the amendment or the
termination of the Plan.
EXHIBIT 99.1
[CXR Logo] NEWS
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FOR IMMEDIATE RELEASE Contact: Elizabeth Halter
678-645-0762
elizabeth.halter@coxinc.com
Cox Radio, Inc. Announces Retirement of Board Member Paul Hughes
ATLANTA (December 14, 2007) - Cox Radio, Inc. announced today that Paul M.
Hughes is retiring from the company's Board of Directors, effective January 1,
2008. Hughes has served on Cox Radio's Board of Directors since Cox Radio became
a public company in 1996. He has served as a member and past chair of the audit
committee and a member of the executive and compensation committees.
"Throughout Paul's decade of service to Cox Radio, he has made many valuable
contributions," said Bob Neil, president and CEO of Cox Radio. "Paul's a
consummate broadcasting industry professional and his guidance was instrumental
to Cox Radio's growth. He has been an advisor, counselor, and a friend in his
Board role. Personally, I will miss him a lot, and his integrity is a model for
all who would serve on a Board of Directors."
About Cox Radio, Inc.
Cox Radio is one of the largest radio companies in the United States based on
revenues. Cox Radio owns, operates or provides sales or marketing services for
80 stations (67 FM and 13 AM) clustered in 18 markets, including major markets
such as Atlanta, Houston, Miami, Orlando, San Antonio and Tampa. Cox Radio
shares are traded on the New York Stock Exchange under the symbol: CXR.
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