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
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Date of report (Date of earliest event reported)
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February 14, 2008 (February 8, 2008) |
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(Exact name of registrant as specified in its charter)
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| Delaware
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000-24525
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36-4159663 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS employer
Identification No.) |
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| 3280 Peachtree Road, N.W., Suite 2300, Atlanta, Georgia
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30305 |
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| (Address of principal executive offices)
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(Zip Code) |
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Registrant’s telephone number, including area code
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(404) 949-0700 |
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n/a
(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 5 — Corporate Governance and Management
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| Item 5.02 |
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— Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers |
On February 8, 2008, the compensation committee of the board of directors of the Company,
after review and consideration of the Company’s overall and relative financial performance for
fiscal year 2007 and an assessment of the individual and relative performance of the executive
officers of the Company during 2007, in consultation with Lewis W. Dickey, Jr., Chairman, President
and Chief Executive Officer, approved discretionary cash bonus payments for the following named
executive officers: Martin R. Gausvik, Executive Vice President, Chief Financial Officer and
Treasurer, $100,000; Jon G. Pinch, Executive Vice President and Co-Chief Operating Officer,
$120,000; and John W. Dickey, Executive Vice President and Co-Chief Operating Officer, $185,000.
The compensation committee, taking into account similar criteria, as well as the relevant terms of
Mr. L. Dickey’s employment agreement, approved a $700,000 cash bonus payment for Mr. L. Dickey.
In addition, on February 8, 2008, the compensation committee approved awards of 320,000 shares of
restricted common stock, pursuant to the Company’s 2004 Equity Incentive Plan, to Mr. L. Dickey,
the Chairman, President and Chief Executive Officer. The awards were made pursuant to Mr. Dickey’s
employment agreement, and were comprised of 160,000 time-vested shares and 160,000
performance-based shares, all of which vest in accordance with the terms and conditions of the
employment agreement. The awards will be governed by a restricted shares agreement substantially in
the form previously filed by the Company as an exhibit to its current report on Form 8-K, filed on
April 29, 2005.
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