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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
March 10, 2010
(Date of Report; Date of Earliest Event Reported)
(Date of Report; Date of Earliest Event Reported)
BORDERS GROUP, INC.
Michigan | 1-13740 | 38-3294588 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
100 Phoenix Drive, Ann Arbor, MI 48108
(Address of Principal Executive Offices)
(Address of Principal Executive Offices)
734-477-1100
(Registrants Telephone Number, Including Area Code)
(Registrants Telephone Number, Including Area Code)
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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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 Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) On March 10, 2010, the Compensation Committee of the Board of Directors of Borders Group, Inc.
(the Company) approved an executive compensation program for fiscal 2010. The program, which was
developed the with the assistance of HayGroup, the compensation consultant retained by the
Committee, is intended to: (i) retain key executives; and (ii) provide management with the time to
develop a business plan for the second half of fiscal 2010 with achievable EBITDA targets that will
be considered by the Committee in establishing incentive compensation goals for last two quarters
of fiscal 2010.
The program varies from the prior programs of the Company and consists of the following components:
| Salaries will remain at the same level as in fiscal 2009. | ||
| Two 6 month bonus opportunities will be granted under the Annual Incentive Bonus Plan, the aggregate amount of which (if earned) would result in the executive receiving a bonus (the Target Bonus) of 110% of the difference between: (i) the total salary and bonus for a similar position at the 50th percentile based upon a comparison to HayGroups 2009 retail industry survey data that includes compensation data from 92 major retailers; and (ii) the salary for that position at the 50th percentile. | ||
| The first bonus opportunity, which was awarded at the March 10, 2010 meeting, is equal to 50% of the Target Bonus and is payable on November 1, 2010 if the executive remains employed by the Company through September 30, 2010. The second bonus opportunity also will be equal to 50% of Target Bonus but will payable on April 15, 2011 only if EBITDA targets for the final six months of fiscal 2010 are satisfied. These targets will be established by the Committee after management completes the business plan referred to above. | ||
| Executives will receive, later in fiscal 2010, a long-term incentive award to incentivize outstanding long-term performance and to support a long-term retention strategy. |
The specific bonus opportunities awarded to named executive officers are as follows:
Retention Bonus | Incentive Bonus | |||||||
Name & Title | Opportunity | Opportunity | ||||||
Michael J. Edwards |
$ | 148,092 | $ | 148,092 | ||||
Interim President and Chief Executive Officer |
||||||||
Mark R. Bierley |
$ | 130,978 | $ | 130,978 | ||||
Executive Vice President, Chief Financial Officer |
||||||||
Thomas D. Carney |
$ | 75,430 | $ | 75,430 | ||||
Executive Vice President, General Counsel &
Secretary |
||||||||
David Scott Laverty |
$ | 70,671 | $ | 70,671 | ||||
Senior Vice President, Chief Information Officer |
||||||||
Shereen Solaiman |
$ | 65,277 | $ | 65,277 | ||||
Senior Vice President, Human Resources |
On March 16, 2010, the Compensation Committee of the Board of Directors also approved a
compensation arrangement for Mark R. Bierley, the Companys Chief Financial Officer, intended to
encourage his retention. Under this arrangement, Mr. Bierley will be eligible for a cash payment of
$150,000 if he remains employed by the Company through June 1, 2011.
SIGNATURES
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.
Borders Group, Inc. (Registrant) |
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Dated: March 16, 2010 | By: | /s/ MARK R. BIERLEY | ||
Mark R. Bierley | ||||
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
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