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EX-10.1 - EX-10.1 - HARRIS TEETER SUPERMARKETS, INC. | d30260_ex10-1.htm |
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):
February 21, 2013
HARRIS TEETER SUPERMARKETS, INC.
(Exact name of registrant as specified in its charter)
North Carolina | 1-6905 | 56-0905940 |
701 Crestdale Road
Matthews, North Carolina 28105
(Address of principal executive offices, including zip code)
(704) 844-3100
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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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:
[ ]
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 February 21, 2013, Harris Teeter Supermarkets, Inc. (the Registrant) held its Annual Meeting of Shareholders (the Annual Meeting). At the Annual Meeting, the Registrants shareholders approved the Harris Teeter Supermarkets, Inc. 2013 Cash Incentive Plan (the Cash Incentive Plan). The Registrants Board of Directors previously established the Cash Incentive Plan effective October 3, 2012, subject to shareholder approval. The Cash Incentive Plan replaces the Registrants prior cash incentive plan.
The Cash Incentive Plan provides a non-exclusive framework that can satisfy the standards of Section 162(m) of the United States Internal Revenue Code of 1986, as amended. Under the Cash Incentive Plan, the Compensation Committee of the Board of Directors will designate performance measures and a bonus formula with respect to a performance period for each Cash Incentive Plan participant.
The performance criteria for fiscal 2013 cash incentive awards to the current executive officers named in the Registrants Proxy Statement for the Annual Meeting (the Proxy Statement) have been established under the Cash Incentive Plan (the 2013 Cash Incentive Awards). These awards entitle each recipient to a cash payment in fiscal 2014, based upon level of achievement of certain financial criteria for fiscal 2013. Generally, if the Registrant achieves the predetermined minimum level of achievement, executives are paid a predetermined percentage of base compensation as incentive pay. The percentage of base compensation payable as incentive compensation increases as the return increases. Amounts to be received, if any, by the participants in connection with the 2013 Cash Incentive Awards are based on the Registrants fiscal 2013 performance, and, accordingly, the value of the awards is not currently determinable. Disclosure regarding these awards will be included in the Registrants proxy statement for its 2014 annual meeting of shareholders.
The description in this Item 5.02 is qualified in its entirety by reference to the Harris Teeter Supermarkets, Inc. 2013 Cash Incentive Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. For a more complete description of the Cash Incentive Plan, please refer to the Proxy Statement.
ITEM 5.07
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The following are the voting results on each matter submitted to the Registrants shareholders at the Annual Meeting.
Proposal 1: The Registrants shareholders elected the following eleven nominees as directors, to serve until the next Annual Meeting of Shareholders or until their respective successors are duly elected and qualified, by the following vote:
Name | For | Withheld | Broker Non-Votes |
John R. Belk | 40,065,676 | 388,045 | 2,748,923 |
John P. Derham Cato | 26,686,350 | 13,767,371 | 2,748,923 |
Thomas W. Dickson | 39,882,478 | 571,243 | 2,748,923 |
James E. S. Hynes | 38,626,360 | 1,827,361 | 2,748,923 |
Anna Spangler Nelson | 38,627,258 | 1,826,463 | 2,748,923 |
Mark S. Ordan | 40,393,741 | 59,980 | 2,748,923 |
Bailey W. Patrick | 39,974,499 | 479,222 | 2,748,923 |
Robert H. Spilman, Jr. | 39,966,922 | 486,799 | 2,748,923 |
Harold C. Stowe | 40,084,710 | 369,011 | 2,748,923 |
Isaiah Tidwell | 39,806,435 | 647,286 | 2,748,923 |
William C. Warden, Jr. | 38,638,756 | 1,814,965 | 2,748,923 |
Proposal 2: The Registrants shareholders voted to approve the Harris Teeter Supermarkets, Inc. 2013 Cash Incentive Plan by the following vote:
For | Against | Abstentions | Broker Non-Votes |
39,935,021 | 497,627 | 21,073 | 2,748,923 |
Proposal 3: The Registrants shareholders voted to approve, on an advisory (non-binding) basis, the compensation of the Registrants named executive officers, by the following vote:
For | Against | Abstentions | Broker Non-Votes |
37,957,401 | 2,309,886 | 186,434 | 2,748,923 |
Proposal 4: The Registrants shareholders voted to ratify the appointment of KPMG LLP as the independent registered public accounting firm of the Registrant for the fiscal year ending October 1, 2013, by the following vote:
For | Against | Abstentions |
28,920,978 | 14,275,139 | 6,527 |
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits.
The following exhibit is furnished herewith:
EXHIBIT NO. | DESCRIPTION OF EXHIBIT |
10.1 | Harris Teeter Supermarkets, Inc. 2013 Cash Incentive Plan |
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.
HARRIS TEETER SUPERMARKETS, INC.
By:
/s/ JOHN B. WOODLIEF
John B. Woodlief
Executive Vice President and
Chief Financial Officer
Dated: February 25, 2013
INDEX TO EXHIBITS
EXHIBIT NO. | DESCRIPTION OF EXHIBIT |
10.1 | Harris Teeter Supermarkets, Inc. 2013 Cash Incentive Plan |