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

 

 

Date of Report (Date of earliest event reported) March 14, 2014

(March 13, 2014)

 

 

 

BROWN SHOE COMPANY, INC.

(Exact name of registrant as specified in its charter)

 

 

New York
(State or other jurisdiction of incorporation or organization)

 

 

1-2191
(Commission File Number)

43-0197190
(IRS Employer Identification Number)

 

 

8300 Maryland Avenue
St. Louis,  Missouri
(Address of principal executive offices)

63105
(Zip Code)

 

(314) 854-4000
(Registrant's telephone number, including area code)

 

 

 

   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))


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

 

On March 13, 2014, the Compensation Committee (the “Committee”) of the Board of Directors of Brown Shoe Company, Inc. (the “Company”) approved an incentive award of $1,364,462 to Diane M. Sullivan, Chief Executive Officer, President and Chairman of the Board.  Of that amount, $1,064,462 was earned by Ms. Sullivan under the Company’s annual incentive plan and the Committee also awarded her a one-time $300,000 bonus in recognition of Ms. Sullivan’s successful leadership of the Company’s portfolio realignment initiatives, the overall direction and performance of the Company since assuming the role of Chief Executive Officer and her succession to the position of Chairman of the Board as of February 2, 2014

 

 

 

 

 

 

 

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

BROWN SHOE COMPANY, INC.

 

 

(Registrant)

 

 

 

 

 

 

Date: March 14, 2014

 

/s/ Michael I. Oberlander

 

 

Michael I. Oberlander

 

 

Senior Vice President, General Counsel and

     Corporate Secretary

 

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