Delaware
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I-91
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43-0337683
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(State
of Incorporation)
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(Commission
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(IRS
Employer
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File
Number)
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Identification
Number)
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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[
]
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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.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers
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(e)
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On
March 22, 2007, the Executive Compensation and Stock Option Committee
of
the Board determined under the Company’s executive annual incentive plans
that performance goals for 2007 will be based 100% on net earnings
for
corporate officers and a combination of corporate net earnings and
operating earnings for leaders of each Brand. Annual incentive targets
are
based on a percentage of base salary in effect at the end of 2007.
The
annual incentive targets for the named executive officers
are:
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Holliman
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$925,000
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Ramos
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266,200
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Foy
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548,500
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Chipperfield
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243,800
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Webster
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225,000
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The
maximum annual incentive for 2007 may be 100% of the individual target,
with no minimum. Actual amount of annual incentive to be paid at
the
conclusion of the 2007 performance period will be calculated by applying
to the target amount the appropriate percentage established with
reference
to earnings achieved.
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Also,
on March 22, 2007, the Committee approved 2007-2008 long-term cash
incentive targets pursuant to the 2005 Long-Term Performance Bonus
Plan.
This 2007-2008 performance period is based 100% on attainment of
free cash
flow of Furniture Brands for all corporate officers and leaders of
each
Brand. The long-term cash incentive targets are based on a percentage
of
base salary in effect at the end of 2007. The long-term cash incentive
targets for the named executive officers are:
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Ramos
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$731,100
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Foy
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652,800
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Chipperfield
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536,300
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Webster
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449,900
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Mr.
Holliman is not a participant in this long-term cash
plan.
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There
will be separate performance objectives for the first year (2007)
and for
the full two-year period (2007-2008). The maximum long term cash
incentive
for each performance period may range from a minimum of zero to 200%
of
the individual target. The actual amount of long-term incentive to
be paid
at the conclusion of each performance period will be calculated by
applying to the target amount the appropriate percentage established
with
reference to cash flow achieved.
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Any
incentive calculated for the 2007 performance period will be retained
by
the Company until the end of the full performance period in 2008,
after
which it will be paid out with any calculated award for the full
two-year
period, subject to the continued employment of each respective participant
in the plan through December 31, 2008. The long-term cash incentives
will
be paid in cash to those participants who have met the stock ownership
guidelines at time of payout, or will be delivered as 50% cash and
50% Company common stock to those who have not yet attained
specified ownership levels under the guidelines.
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Furniture
Brands International, Inc.
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By:
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/s/
Steven W. Alstadt
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Steven
W. Alstadt
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Controller
and Chief Accounting Officer
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