HOOKER FURNITURE CORPORATION (NASDAQ:HOFT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k
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HOOKER FURNITURE CORPORATION (NASDAQ:HOFT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On April 6, 2017, the Compensation Committee of the Board of
Directors of Hooker Furniture Corporation (the Company) approved
annual cash incentives and long-term incentive awards for the
Companys executive officers.
Annual Base Salary
The base salary for each executive officer for the 2017 calendar
year will be:
Base Salary
Paul B. Toms, Jr., Chairman and CEO
$
415,000
Paul A. Huckfeldt, Senior VP Finance and Accounting and CFO
250,000
Michael W. Delgatti, Jr., Pres.-Hooker Furniture legacy
companies
300,000
Anne M. Jacobsen, Senior VP-Administration
200,000
George Revington, COO, Pres. COO Home Meridian
400,000
Annual Cash Incentives
The annual cash incentive for each executive officer for the
Companys 2018 fiscal year, which ends January 28, 2018, will be
paid if the Company attains 80% or more of its budgeted fiscal
2018 consolidated net income target, as approved by the Board of
Directors. Each executive officer is eligible to receive a
percentage of his or her calendar 2017 base salary under the
annual incentive program. No cash bonus is payable if the Company
fails to reach at least 80% of the budgeted consolidated net
income target and a maximum cash bonus is payable if the Company
reaches 125% or more of target consolidated net income. For net
income achieved at levels between the target percentages shown
below, a bonus percentage is interpolated such that each 1%
increase in net income between the target levels results in
additional bonus earned. The annual cash incentive potential,
expressed as a percentage of calendar 2017 base salary, for each
of the executive officers is as follows:
If the Company Attains:
80% of Target Net Income
90% of Target Net Income
100% of Target Net Income
110% of Target Net Income
125% or More of Target Net Income
Paul B. Toms, Jr.
30.0
%
54.0
%
%
75.00
%
99.00
%
Paul A. Huckfeldt
22.5
%
40.5
%
%
56.25
%
74.25
%
Michael W. Delgatti, Jr.
22.5
%
40.5
%
%
56.25
%
74.25
%
Anne M. Jacobsen
22.5
%
40.5
%
%
56.25
%
74.25
%
George Revington
22.5
%
40.5
%
%
56.25
%
74.25
%
Long-Term Incentive Awards
Time-Based Restricted Stock Units (RSUs). Each time-based RSU
entitles the executive officer to receive one share of the
Companys common stock if he remains continuously employed with
the Company through the end of a three-year service period that
ends April 13, 2020. At the discretion of the Committee, the RSUs
may be paid in shares of the Companys common stock, cash (based
on the fair market value of a share of the Companys common stock
on the date payment is made), or both. In addition to the
service-based vesting requirement, 100% of an executive officers
RSUs will vest upon a change of control of the Company and a
prorated number of the RSUs will vest upon the death, disability
or retirement of the executive officer.
The number of RSUs awarded to each executive officer is set forth
in the table below.
Executive Officer
Number of RSUs
Paul B. Toms, Jr.
Paul A. Huckfeldt
Michael W. Delgatti, Jr.
1,935
Anne M. Jacobsen
George Revington
2,580
Performance Grants. Each performance grant entitles the executive
officer to receive a payment based on the achievement of two
specified performance conditions. The payout will be the sum of
two amounts, based on the Companys absolute and relative EPS
growth over a three-year performance period that began January
30, 2017 and ends January 29, 2020. At the discretion of the
Committee, the payout can be made in cash, shares of the Companys
common stock (based on the fair market value of a share of the
Companys common stock on the date payment is made), or both. The
executive officer also must remain continuously employed with the
Company through the end of the performance period to be eligible
for a payment.
The payment for each executive officer under his or her
performance grant will be the sum of the following amounts:
a.
An amount set forth in the table below based on the
growth of the Companys fully diluted earnings per share
from continuing operations (EPS) over the performance
period. The Companys EPS growth must be at least 5% over
the performance period for a payment to be made.
Payout Amount Based on EPS Growth (%) for Performance
Period
Executive Officer
5%
10%
15%
20%
25%
Paul B. Toms, Jr.
$
31,125
$
93,375
$
124,500
$
155,625
$
186,750
Paul A. Huckfeldt
15,000
45,000
60,000
75,000
90,000
Michael W. Delgatti, Jr.
15,003
45,009
60,012
75,015
90,018
Anne M. Jacobsen.
12,000
36,000
48,000
60,000
72,000
George Revington
20,004
60,012
80,016
100,020
120,024
b.
An amount set forth in the table below based on the
growth of the Companys EPS over the performance period
relative to a group of specified peer companies. However,
if the Companys EPS growth is not positive for the
performance period, this payment will be capped at the
amount for the 50th percentile.
Payout Amount Based on Relative EPS Growth for Performance
Period
Executive Officer
Less than 50th percentile
50th percentile, but less than 75th percentile
Equal to or greater than 75th percentile
Paul B. Toms, Jr.
$
$
124,500
$
186,750
Paul A. Huckfeldt
60,000
90,000
Michael W. Delgatti, Jr.
59,994
89,991
Anne M. Jacobsen
48,000
72,000
George Revington
79,992
119,988
In addition, a payment will be made to an executive officer under
each performance grant upon a change of control of the Company,
consistent with attaining 15% EPS growth and relative EPS growth
at the 50th percentile for the performance period, or
a prorated amount following the death, disability or retirement
of the executive officer as described in the executive officers
grant agreement.
The terms of the time-based RSUs and the performance grants are
more completely described in the respective forms of grant
agreements filed as exhibits to the Companys Current Report on
Form 8-K filed with the SEC on February 13, 2012, and which are
incorporated by reference into this Item 5.02.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 10.1. Form of Time-Based Restricted Stock Unit Agreement
(incorporated by reference to the Companys Current Report on Form
8-K filed with the SEC on February 13, 2012)
Exhibit 10.2. Form of Performance Grant Agreement (incorporated
by reference to the Companys Current Report on Form 8-K filed
with the SEC on February 13, 2012)


About HOOKER FURNITURE CORPORATION (NASDAQ:HOFT)

Hooker Furniture Corporation is a home furnishings marketing, design and logistics company offering sourcing of residential casegoods and upholstery, as well as domestically-produced leather and fabric-upholstered furniture. The Company operates through three segments: casegoods furniture, upholstered furniture and all other. The Company’s casegoods product categories include accents, home office, dining, bedroom and home entertainment furniture under the Hooker Furniture brand. Its residential upholstered seating companies include Bradington-Young, which is engaged in upscale motion and stationary leather furniture, and Sam Moore Furniture, which is engaged in upscale occasional chairs, settees, sofas and sectional seating with a focus on cover-to-frame customization. It also markets a line of imported leather upholstery under the Hooker Upholstery trade name. All other segment operates under the H Contract and Homeware brands.

HOOKER FURNITURE CORPORATION (NASDAQ:HOFT) Recent Trading Information

HOOKER FURNITURE CORPORATION (NASDAQ:HOFT) closed its last trading session down -1.05 at 40.05 with 88,940 shares trading hands.