CABELAS INCORPORATED (NYSE:CAB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March2, 2017, the Compensation Committee of the Board of
Directors of Cabelas Incorporated, a Delaware corporation (the
Company), approved and the Company issued a Company cash-based
incentive award letter to each of Thomas L. Millner, the Chief
Executive Officer of the Company, Scott K. Williams, the
President of the Company, and Ralph W. Castner, the Executive
Vice President and Chief Financial Officer of the Company (the
Company Award Letters), and Worlds Foremost Bank, a Nebraska
banking corporation and wholly owned subsidiary of the Company
(WFB), issued a cash-based incentive letter to Sean Baker, an
Executive Vice President of the Company and Chief Executive
Officer of WFB (the WFB Award Letter and, together with the
Company Award Letters, the Award Letters). The Company entered
into such Award Letters in lieu of granting its ordinary course
annual equity-based incentive awards to such named executive
officers of the Company for 2017 because of restrictions imposed
by the Agreement and Plan of Merger, dated as of October3, 2016,
by and among Bass Pro Group, LLC, a Delaware limited liability
company (Parent), Prairie Merger Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of Parent (Sub), and
the Company, which provides for Sub to merge with and into the
Company, causing the Company to become a wholly owned subsidiary
of Parent (the Merger), which restricts the Company from granting
equity awards to its officers and employees. In connection with
the Merger, the Company entered into a Sale and Purchase
Agreement, dated as of October3, 2016, by and among the Company,
WFB, and Capital One, National Association, a national banking
association (Capital One), to which Capital One will purchase the
business of WFB, which includes the credit card program operated
by the Company, using WFB as the issuer (the Bank Sale, and,
together with the Merger, the Transactions).
Under the terms of the Award Letters, each of the named executive
officers of the Company is granted a cash-based incentive award,
to which such named executive officer of the Company is eligible
to receive a cash incentive payment, subject to certain vesting
conditions, as described below:
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fifty percent (50%)of such cash incentive payment will vest if such named executive officer remains in continuous employment with the Company or WFB, as applicable, through the first anniversary of the date such cash-based incentive award was granted; |
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the remainder of such cash incentive payment will vest if the named executive officer remains in continuous employment with the Company or WFB, as applicable, through the second anniversary of the date such cash-based incentive award was granted; and |
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any unvested portion of such cash incentive payment will become fully vested if either (a)a Change in Control (as defined in the Companys 2013 Stock Plan), including the Transactions, occurs prior to the second anniversary of the date such cash-based incentive award was granted and such named executive officer remains in continuous employment through the date of the consummation of the Change in Control, or (b)such named executive officers employment with the Company or WFB, as applicable, terminates prior to the second anniversary of the date such cash-based incentive award was granted due to death or disability. |
The cash incentive payments under the Award Letters are in the
following amounts, which are significantly lower in value than
the long-term incentive awards that otherwise would have been
granted if the Company had granted equity-based compensation
awards in 2017 in the ordinary course of business consistent with
past practice:
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Name and Title |
AggregateCash IncentivePayment | |||
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Thomas L. Millner, Chief Executive Officer |
$ | 1,200,000 | ||
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Scott K. Williams, President |
$ | 750,000 | ||
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Sean Baker, Executive Vice President and Chief Executive |
$ | 375,000 | ||
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Ralph W. Castner, Executive Vice President and Chief |
$ | 375,000 |
The foregoing description of the Award Letters does not purport
to be complete and is qualified in its entirety by reference to
the full text of the Award Letters, which are filed as Exhibits
10.1 and 10.2 to this Current Report on Form 8-K, respectively,
and incorporated herein by reference.
| Item9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit Number |
Description |
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| 10.1 | Form of Cabelas Incorporated Cash Incentive Award Letter | |
| 10.2 | Form of Worlds Foremost Bank Cash Incentive Award Letter |
About CABELA’S INCORPORATED (NYSE:CAB)
Cabela’s Incorporated is a specialty retailer and a direct marketer of hunting, fishing, camping and related outdoor merchandise. The Company offers national and regional brand products, including its Cabela’s brand. The Company’s segments include Retail, Direct, Financial Services, and Corporate Overhead and Other. The Retail segment sells products and services through its retail stores. The Retail segment enables customers to access and use its retail stores, Web and social media channels, and catalogs. The Direct segment sells products through its e-commerce Websites (Cabelas.com and Cabelas.ca) and direct mail catalogs. The Financial Services segment issues co-branded credit cards and provides customers with a rewards program. Its products include merchandise and equipment for hunting, fishing, marine use and camping, along with casual and outdoor apparel and footwear, optics, vehicle accessories, and gifts and home furnishings with an outdoor theme. CABELA’S INCORPORATED (NYSE:CAB) Recent Trading Information
CABELA’S INCORPORATED (NYSE:CAB) closed its last trading session down -0.28 at 47.38 with 419,287 shares trading hands.