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): May 31, 2011 (May 24, 2011)
MARTHA STEWART LIVING OMNIMEDIA,
INC.
(Exact name of registrant as
specified in its charter)
Delaware | 001-15395 | 52-2187059 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
601 West 26th Street New York, NY |
10001 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 827-8000
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:
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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| An annual base salary of $750,000 ($850,000 upon her promotion to Chief Executive Officer), subject to increase (but not decrease) in the discretion of the Compensation Committee of the Board; | ||
| An annual target bonus of 100% of base salary, with a minimum bonus of 0% of base salary and a maximum bonus of 150% of base salary, based on the achievement of goals established by the Compensation Committee for each calendar year, pro-rated for the days of employment in 2011 and 2015 (with the bonus for 2011 based on achievement of the adjusted earnings before interest, taxes, depreciation and amortization target established earlier by the Compensation Committee (without any one-time restructuring charges), which 2011 bonus will be no less than $200,000); | ||
| The June 6, 2011 grant of an option to purchase 300,000 shares of the Companys Class A common stock, with an exercise price per share equal to the closing price of the Class A common stock on the New York Stock Exchange on that date, which option will vest as to 100,000 of the shares on each of June 6, 2013, June 6, 2014 and June 6, 2015; | ||
| The June 6, 2011 grant of options to purchase 400,000 shares of the Companys Class A common stock, an option for 100,000 shares of which will have an exercise price of $6 per share and shall vest only at such time as the trailing average closing price of the Class A common stock during any 30 consecutive trading days during the term of the employment agreement has been at least $6, an option for 100,000 shares of which will have an exercise price of $8 per share and shall vest only at such time as the trailing average closing price of the Class A common stock during any 30 consecutive trading days during the term of the employment agreement has been at least $8, an option for 100,000 shares of which will have an exercise price of $10 per share and shall vest only at such time as the trailing average closing price of the Class A common stock during any 30 consecutive trading days during the term of the employment agreement has been at least $10, and an option for 100,000 shares of which will have an exercise price of $12 per share and shall vest only at such time as the trailing average closing price of the Class A common stock during any 30 consecutive trading days during the term of the employment agreement has been at least $12 (provided in each case that such exercise price is greater than the closing price of a share of Class A common stock on the New York Stock Exchange on June 6, 2011, otherwise it will be such closing price); |
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| The June 6, 2011 grant of 200,000 restricted stock units representing the right to receive 200,000 shares of the Companys Class A common stock, which restricted stock units will vest as to 66,667 of the shares on each of June 6, 2013 and June 6, 2014, and as to 66,666 of the shares on June 6, 2015; | ||
| The June 6, 2011 grant of 200,000 restricted stock units representing the right to receive 200,000 shares of the Companys Class A common stock, which restricted stock units will vest as to 50,000 of the shares at such time as the trailing average closing price of the Class A common stock during any 30 consecutive trading days during the term of the employment agreement has been at least $6, as to an additional 50,000 of the shares at such time as the trailing average closing price of the Class A common stock during any 30 consecutive trading days during the term of the employment agreement has been at least $8, as to an additional 50,000 of the shares at such time as the trailing average closing price of the Class A common stock during any 30 consecutive trading days during the term of the employment agreement has been at least $10, and as to the final 50,000 of the shares at such time as the trailing average closing price of the Class A common stock during any 30 consecutive trading days during the term of the employment agreement has been at least $12; | ||
| The June 6, 2012 (or as soon as practicable thereafter) grant of an option to purchase 200,000 shares of the Companys Class A common stock, with an exercise price per share equal to the closing price of the Class A common stock on the New York Stock Exchange on the date of grant date, which option will vest in approximately equal tranches on each of June 6, 2013, June 6, 2014 and June 6, 2015; | ||
| The June 6, 2012 (or as soon as practicable thereafter) grant of no less than 75,000 restricted stock units representing the right to receive 75,000 shares of the Companys Class A common stock, which restricted stock units will vest in equal tranches on each of June 6, 2013, June 6, 2014 and June 6, 2015; | ||
| Eligibility for consideration by the Compensation Committee for participation in the annual stock incentive program or other incentive program provided for similarly situated senior executives; | ||
| Participation in employee benefit plans, policies, programs and arrangements provided generally to similarly situated employees of the Company; | ||
| Reimbursement of all reasonable business expenses in accordance with Company policies relating to such expenses; | ||
| If the Company terminates Ms. Gersh without cause or she resigns for good reason, a pro-rated bonus (so long as her targets have been met and bonuses are paid generally to similarly situated executives); | ||
| If the Company terminates Ms. Gersh without cause or she resigns for good reason before June 6, 2012 and before a change in control (as defined in the agreement) of the Company occurs, in addition to the pro-rated bonus, a lump sum cash payment equal to 12 months base salary and continued medical coverage at active employee rates for six months (unless earlier eligible to receive subsequent employer-provided coverage), subject to her execution of a mutually satisfactory release and compliance with the covenants described below; |
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| If the Company terminates Ms. Gersh without cause or she resigns for good reason on or after June 6, 2012 and before a change in control of the Company occurs, in addition to the pro-rated bonus, a lump sum cash payment equal to 12 months base salary, plus an additional up to six months base salary paid in the form of salary continuation commencing the first anniversary of termination (which six-months payment is subject to offset for cash compensation from employment during the 18-month period) and continued medical coverage at active employee rates for eighteen months (unless earlier eligible to receive subsequent employer-provided coverage or the coverage would extend beyond June 6, 2015), as well as the vesting of the portion of the outstanding unvested options and restricted stock units granted on June 6, 2011 and June 6, 2012 (other than those tied to the trailing average price of the Companys Class A common stock) that would otherwise have vested within 12 months of the date of termination, subject to her execution of a mutually satisfactory release and compliance with the covenants described below; and | ||
| If the Company terminates Ms. Gersh without cause or she resigns for good reason on or after a change in control of the Company occurs, in addition to the pro-rated bonus, a lump sum cash payment equal to 12 months base salary, plus an additional up to six months base salary paid in the form of salary continuation commencing the first anniversary of termination (which six-months payment is subject to offset for cash compensation from employment during the 18-month period) and continued medical coverage at active employee rates for eighteen months (unless earlier eligible to receive subsequent employer-provided coverage or the coverage would extend beyond June 6, 2015), as well as the vesting of the portion of the outstanding unvested options and restricted stock units granted on June 6, 2011 and June 6, 2012 (other than those tied to the trailing average price of the Companys Class A common stock) that would otherwise have vested within 24 months of the date of termination, subject to her execution of a mutually satisfactory release and compliance with the covenants described below. |
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MARTHA STEWART LIVING OMNIMEDIA, INC. |
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Date: May 31, 2011 | By: | /s/ Peter Hurwitz | ||
Executive Vice President and General | ||||
Counsel | ||||
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