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
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 14, 2015
CABELA’S INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware | 1-32227 | 20-0486586 |
(State or other jurisdiction | (Commission | (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
One Cabela Drive, Sidney, Nebraska | 69160 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (308) 254-5505
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 (see General Instruction A.2. below):
[ ] 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 August 14, 2015, Cabela’s Incorporated (the “Company”) announced that, effective August 31, 2015, Brian J. Linneman, the Company’s Executive Vice President and Chief Merchandising Officer, will transition from his current position and will become a strategic advisor.
On August 14, 2015, in connection with Mr. Linneman’s transition, the Company entered into an Executive Employment Agreement (the “Employment Agreement”) with Mr. Linneman. The table below summarizes the key terms of the Employment Agreement.
Term | Through August 31, 2017. |
Position and Duties | Strategic advisor. |
Base Salary | |
Through August 31, 2017 | Annual base salary of $525,000. |
Bonuses | |
Fiscal 2015 | Minimum bonus opportunity of $131,250, target bonus opportunity of $525,000, and maximum bonus opportunity of $787,500 based on the Company’s achievement of applicable business performance objectives. |
After Fiscal 2015 | None. |
Obligations of Company upon Termination | |
Good Reason, other than Cause, Disability | Subject to Mr. Linneman’s execution of a release, upon termination of Mr. Linneman’s employment by the Company without cause or by Mr. Linneman for good reason or as a result of Mr. Linneman’s death or disability, Mr. Linneman is entitled to: • Accrued and unpaid obligations (including base salary and unreimbursed business expenses); • Severance equal to the amount of base salary Mr. Linneman would have received through the end of the term of the Employment Agreement; and • Accelerated vesting of outstanding equity awards. |
Cause, other than for Good Reason | In the event the Company terminates Mr. Linneman’s employment for cause or Mr. Linneman terminates employment without good reason, Mr. Linneman is entitled to accrued, unpaid base salary, unreimbursed business expenses, and other items earned by and owed to Mr. Linneman. |
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.
CABELA'S INCORPORATED | ||||
Dated: | August 14, 2015 | By: | /s/ Ralph W. Castner | |
Ralph W. Castner | ||||
Executive Vice President and Chief Financial Officer | ||||