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EX-99.3 - EX-99.3 - Roundy's, Inc.d926177dex993.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

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 12, 2015

 

 

Roundy’s, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   001-35422   27-2337996

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

875 East Wisconsin Avenue

Milwaukee, Wisconsin 53202

(Address of Principal executive offices, including Zip Code)

(414) 231-5000

(Registrant’s telephone number, including area code)

Not Applicable

(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:

 

¨ 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))

 

 

 


Explanatory Note

On March 16, 2015, Roundy’s, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial 8-K”) disclosing, among other things, the granting of performance-based restricted stock units (the “Performance Unit Grants”) to certain of the Company’s employees and executive officers, including its named executive officers. The Initial 8-K included as Exhibit 99.3 thereto a form of 2015 Performance Based Restricted Stock Unit Agreement. The Performance Unit Grants were subject to approval of the Roundy’s 2015 Incentive Compensation Plan by the Company’s stockholders at the Company’s 2015 Annual Meeting of Stockholders, which occurred on May 15, 2015.

This Amendment No. 1 to the Initial 8-K is being filed by the Company to amend the Initial 8-K to update Exhibit 99.3 thereof to reflect an updated form of 2015 Performance Based Restricted Stock Unit Agreement which will be used in connection with the Performance Unit Grants instead of the form agreement that was originally filed with the Initial 8-K. All other information and exhibits in the Initial 8-K remain unchanged.

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

On March 12, 2015, the Compensation Committee (the “Committee”) of the Board of Directors of Roundy’s, Inc. (the “Company”) granted time-vested restricted stock units to certain of the Company’s employees and executive officers, including its named executive officers, pursuant to the Roundy’s, Inc. 2012 Incentive Compensation Plan. The time-vested grants included an annual grant (“2015 Time-Based Awards”) and a special retention grant (“2015 Special Retention Awards”) to the Company’s executive officers, including its named executive officers. Each time-vested restricted stock unit represents a contingent right to receive one share of the Company’s common stock. The 2015 Time-Based Awards vest over a three year service period, subject to continued employment. The 2015 Special Retention Awards vest over a four year service period, subject to continued employment.

The Committee also granted performance-based restricted stock units to certain of the Company’s employees and executive officers, including its named executive officers, based on operating income (“2015 Operating Income Awards”), which are subject to approval of the Roundy’s 2015 Incentive Compensation Plan by the Company’s stockholders at the Company’s 2015 Annual Meeting of Stockholders. Each unit tied to operating income represents a contingent right to receive up to two shares of the Company’s common stock when such units vest on March 12, 2018, based upon achievement of the applicable vesting criteria. The units tied to operating income vest based upon Roundy’s operating income for fiscal 2015, fiscal 2016 and fiscal 2017 as compared to the operating income target for those fiscal years set by the Committee.

The restricted stock units are subject to the terms contained in the 2015 Executive Time-Based Restricted Stock Unit Agreement, the 2015 Non-Executive Time-Based Restricted Stock Unit Agreement and the 2015 Performance-Based Restricted Stock Unit Agreement, entered into with each participant, the forms of which are attached hereto as Exhibit 99.1 through Exhibit 99.3, respectively, and incorporated herein by reference.

The awards to each of our named executive officers are set forth in the table below:

 

     Number of Restricted Stock Units Awarded  

Named Executive Officer

   2015 Time-Based
Awards
     2015 Special
Retention Awards
     2015 Operating
Income Awards
 

Robert A. Mariano

     198,408         186,007         198,408   

Donald S. Rosanova

     71,025         96,853         71,025   

Michael P. Turzenski

     51,879         86,465         51,879   

Donald G. Fitzgerald

     46,691         77,818         46,691   

John W. Boyle

     43,580         72,634         43,580   

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit 99.1    Form of 2015 Executive Time-Based Restricted Stock Unit Agreement
Exhibit 99.2    Form of 2015 Non-Executive Time-Based Restricted Stock Unit Agreement
Exhibit 99.3*    Form of 2015 Performance-Based Restricted Stock Unit Agreement

 

* Filed herewith.


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.

 

ROUNDY’S, INC.

/s/ EDWARD G. KITZ

Date: May 15, 2015 Name: Edward G. Kitz
Title: Group Vice President — Legal, Risk & Treasury and Corporate Secretary

 

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Exhibit
No.

  

Description of Exhibit

99.1    Form of 2015 Executive Time-Based Restricted Stock Unit Agreement
99.2    Form of 2015 Non-Executive Time-Based Restricted Stock Unit Agreement
99.3*    Form of 2015 Performance-Based Restricted Stock Unit Agreement

 

* Filed herewith.

 

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