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): July 25,
2007
CBRL
GROUP, INC.
|
Tennessee
|
0-25225
|
62-1749513
|
|
(State
or Other Jurisdiction
|
(Commission
File Number)
|
(I.R.S.
Employer
|
|
of
Incorporation)
|
Identification
No.)
|
&
#160;
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
240.13e-4(c))
|
|
|
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements
of
Certain Officers
|
On
July
25 and 26, 2007, the following compensatory plans or arrangements were approved
for certain officers and/or directors of CBRL Group, Inc. (the “Company”) with
respect to the Company’s 2008 fiscal year, which begins on August 4, 2007
(“2008”). In accordance with the instructions to Item 5.02 to
Form 8-K, the information provided in this Current Report on Form 8-K covers
only those current executive officers who were “named executive officers” in the
Company’s most recent filing with the Commission under the Securities Exchange
Act of 1934 that required disclosure pursuant to Item 402(c) of Regulation
S-K.
Awards
Under 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 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. On July 25, 2007, it was determined that each of the
following executive officers had achieved the specified progress and,
accordingly, will be awarded the following respective number of unrestricted
shares on August 6, 2007, the first business day of 2008:
|
Name
|
Award
(# of shares)
|
| Michael A. Woodhouse, Chairman and CEO |
1,400
|
| Lawrence E. White, Senior Vice President and CFO |
300
|
| N.B. Forrest Shoaf, Senior Vice President, General |
100
|
| Counsel and Secretary |
2008
Salaries for Named Executive Officers
On
July
26, 2007, the Company’s Compensation and Stock Option Committee (the
“Committee”) approved the following annual salaries for 2008 for the following
executive officers:
|
Name
|
2008
Salary
|
| Mr. Woodhouse |
1,000,000
|
| Mr. White |
495,550
|
| Mr. Shoaf |
383,778
|
2008
Annual Bonus Plan (the “Bonus Plan”)
The
Bonus
Plan was adopted in order to reward officers of the Company and its subsidiaries
for the Company’s 2008 financial performance. The level of bonus is
based upon achievement of certain levels of operating income from continuing
operations during 2008 (“2008 Income”). 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 Company’s 2002 Omnibus Incentive Compensation Plan.
The
bonus
to be paid under the Bonus Plan will be made if the Company reaches certain
performance goals established by the Committee. If the Company’s 2008 Income is
below the Company’s 2007 fiscal year (“2007”) operating income from continuing
operations (“Threshold Income”), no bonus will be paid. If the
Company’s 2008 Income equals or exceeds Threshold Income, each officer then
would achieve between 60% and 200% of his target bonus, with each officer
receiving a payment on a graduated scale depending upon the extent to which
2008
Income exceeds Threshold Income. An officer’s target bonus is equal
to a percentage of his 2008 base salary as indicated in the column below labeled
“Target Percentage.” The following table also indicates the threshold
(minimum) and maximum bonus that the following officers would receive, expressed
as a percentage of 2008 annual base salary, assuming that 2008 Income equals
or
exceeds Threshold Income:
|
Name
|
Target
Percentage
|
Threshold
|
Maximum
|
||
|
Mr.
Woodhouse
|
200%
|
120%
|
400%
|
||
|
Mr.
White
|
110%
|
66%
|
220%
|
||
|
Mr.
Shoaf
|
80%
|
48%
|
160%
|
2008
Long-Term Incentive Plan (the “2008 LTI”)
The
2008
LTI consists of two components – a stock option grant and participation in the
2008 Long-Term Performance Plan (the “LTPP”). The stock option grants
will be awarded by the Committee at its next regularly schedule meeting on
September 19, 2007. The number of options awarded to each of Messrs
Woodhouse, White and Shoaf will be determined by the Committee at that
time. The exercise price of those options will be based upon the
closing market price of the Company’s stock on the date of the
grant. The options will vest ratably over a three year
period.
LTPP
participants receive awards consisting of restricted stock (“LTPP Awards”) if
the Company achieves certain pre-established goals consisting of revenue and
EBIT Margin, as defined in the LTPP, during 2008 and the Company’s 2009 fiscal
year (“2009”). LTPP Awards, while earned based on 2008 and 2009
actual results, cliff vest at the end of the Company’s 2010 fiscal year (“2010”)
and are distributable on the first business day of the Company’s 2011 fiscal
year. During 2010, dividends will accrue on earned shares until their
distribution.
Under
the
LTPP, each officer has a “Target Award” determined by dividing: (1) the product
of (a) two times the officer’s 2008 annual base salary and (b) that officer’s
“Target Percentage” (the “Target Award Value”) by (2) the closing market price
of the Company’s common stock on the last day of 2007 (August 3,
2007). The Target Award is then multiplied by a “Performance Factor”
which is determined based upon relative achievement of the revenue
and EBIT Margin goals during 2008 and 2009. The Performance Factor
ranges from 0% to a maximum of 200%. Accordingly, LTPP Awards can
range in value from $0 to two (2) times the Target Award Value.
Target
Percentages range from 25% to 175% and the following table sets forth the Target
Percentage for the named executive officers:
|
Name
|
Target
Percentage
|
| Michael A. Woodhouse |
175%
|
| Lawrence E. White |
100%
|
| N.B. Forrest Shoaf |
87.5%
|
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: July
31,
2007 &#
160; CBRL
GROUP,
INC.
By:
0; /s/
N.B. Forrest Shoaf
Name: &#
160; N.B.
Forrest Shoaf
Title: &
#160; Senior
Vice President, Secretary
0;
and General Counsel