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 19,
2007
CBRL
GROUP, INC.
|
Tennessee
|
0-25225
|
62-1749513
|
|
(State
or Other Jurisdiction
|
(Commission
File Number)
|
(I.R.S.
Employer
|
|
of
Incorporation)
|
Identification
No.)
|
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
September 19, 2007, the compensatory arrangements and grants described below
were made to certain executives of CBRL Group, Inc. (the “Company”) by the
Compensation Committee (the “Committee”) of the Company’s Board of
Directors. 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.
Reference
is hereby made to Item 1.01 of the Current Report on Form 8-K filed by the
Company on August 1, 2006 (the “2006 8-K”) describing the Company's 2007
Mid-Term Incentive Retention Plan (the “MTIRP”). Awards made to
officers of the Company under the MTIRP, while earned based on 2007 actual
results, cliff vest at the end of the Company’s 2009 fiscal year. A
copy of the MTIRP was filed as Exhibit 10.2 to the 2006 8-K and is incorporated
herein by this reference as if copied verbatim. On September 19,
2007, the Committee determined that the performance achieved under the MTIRP
during the 2007 fiscal year was at the 60% level and, accordingly, awarded
the
following number of shares of restricted stock to the named executive
officers:
|
Name
|
Number
of shares
|
|
Mr.
Woodhouse
|
27,091
|
|
Mr.
White
|
7,618
|
|
Mr.
Shoaf
|
5,067
|
Reference
is hereby made to Item 5.02 of the Current Report on Form 8-K filed by the
Company on July 31, 2007 (the “July 2007 8-K”) describing the 2008 Long-Term
Incentive Plan (the “2008 LTI”) and the 2008 Long-Term Performance Plan (the
“LTPP”). Under the 2008 LTI, stock option grants were awarded by the
Committee to the named executive officers for the number of shares of the
Company’s common stock described in the table below under the column
“Options.” The exercise price of those options ($40.05) was 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. In addition, on
September 19, 2007, the Committee established targets with respect to LTPP
awards, which are shares of restricted stock that the executive will receive
if
the Company achieves certain pre-established goals consisting of revenue and
EBIT Margin, as defined in the LTPP, during the Company’s 2008 and 2009 fiscal
years. LTPP Awards, while earned based on 2008 and 2009 actual results, cliff
vest (if any shares are earned) 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.
|
Name
|
Options
|
LTPP
Target
|
LTPP
Maximum
|
|
Mr.
Woodhouse
|
140,953
|
95,057
|
190,114
|
|
Mr.
White
|
-0-
|
26,917
|
53,835
|
|
Mr.
Shoaf
|
27,047
|
18,240
|
36,481
|
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: September 25, 2007 | CBRL GROUP, INC. | |
| By: | /s/ N.B. Forrest Shoaf | |
| Name: | N.B. Forrest Shoaf | |
| Title: |
Senior
Vice President, Secretary and
General Counsel
|
|