8-K

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): June 24, 2011

TANDY BRANDS ACCESSORIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-18927	75-2349915
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3631 West Davis, Suite A Dallas, Texas	75211
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (214) 519-5200

N/A

(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.

Pursuant to authority granted by the Board of Directors of Tandy Brands Accessories, Inc. (the “Company”), on June 24, 2011, the Compensation Committee of the Company’s Board of Directors approved the following base salaries for certain of the Company’s executive officers for fiscal 2012:

Executive Officer	Fiscal 2012 Base Salary
N. Roderick McGeachy, III President and Chief Executive Officer	$	352,000	*
Robert J. McCarten Senior Vice President — Sales	$	237,400	**
Chuck Talley Chief Accounting Officer and Corporate Vice President	$	175,000

*	As previously reported, on February 8, 2011, Mr. McGeachy requested, and the Company’s Board of Directors approved, a 10% reduction in his then current base salary through the end of fiscal 2011, at which time his fiscal 2011 base salary was to be reinstated. Accordingly, Mr. McGeachy’s fiscal 2012 base salary reflects an increase to his fiscal 2011 base salary as reinstated.
**	Includes an increase of $5,400 attributable to Mr. McCarten’s current automobile allowance (on an annualized basis), which, effective July 1, 2011, has been discontinued.

Pursuant to authority granted by the Company’s Board, the Compensation Committee also approved the Company’s: (1) fiscal 2012 management incentive plan, pursuant to which cash bonuses for the Company’s executive officers will be determined for fiscal 2012; and (2) fiscal 2012 long-term incentive program, pursuant to which performance units will be awarded to the Company’s executive officers for the performance period beginning July 1, 2011 and ending June 30, 2013. Summaries of the 2012 management incentive plan and the 2012 long-term incentive program are set forth in Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.

Item 9.01(d) Exhibits

Exhibit 10.1	Summary of Fiscal 2012 Management Incentive Plan
Exhibit 10.2	Summary of Fiscal 2012 Long-Term Incentive Program

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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.

	TANDY BRANDS ACCESSORIES, INC.
Date: June 30, 2011	By:	/s/ N. Roderick McGeachy, III N. Roderick McGeachy, III
		Chief Executive Officer

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EX-10.1

Exhibit 10.1

Summary of
Fiscal 2012 Management Incentive Plan
for Tandy Brands Accessories, Inc.

Pursuant to authority granted by the Board of Directors of Tandy Brands Accessories, Inc. (the “Company”), on June 24, 2011, the Compensation Committee of the Company’s Board of Directors approved the Company’s fiscal 2012 management incentive plan, pursuant to which cash bonuses for the Company’s executive officers will be determined for fiscal 2012. Under the management incentive plan, target payout opportunities are expressed as a percentage of base salary, with threshold, target and maximum payout opportunities expressed as a percentage of the target award (actual payouts may generally range anywhere between the threshold and maximum percentages). No cash bonuses will be paid if threshold performance is not achieved. All executive officer payouts are subject to the approval of the Board of Directors.

Bonus amounts will vary depending on the Company’s performance against target goals. If the Company achieves (a) the threshold level, the participant would be eligible for 50% of the target bonus, (b) the target level, the participant would be eligible for 100% of the target bonus, and (c) the maximum level, the participant would be eligible for 200% of the target bonus. The actual bonus paid may be varied up to 20% higher or lower based on a subjective assessment of the individual’s performance and contribution to achieving the Company’s goals.

Payout opportunities are set at performance levels that, in the judgment of the Compensation Committee, will facilitate the Company’s overall growth and performance. In addition, the Board of Directors may, in its discretion, adjust the target performance measures to exclude one-time, non-operating items that may occur during the performance period.

For fiscal 2012, the Compensation Committee approved the following target payout opportunities and performance measures for the Company’s executive officers:

	Target Payout
	Opportunity		Performance
Executive Officer	(as a % of Base Salary)		Measures
Chief Executive Officer		75%	65% based on profit before tax
			35% based on net sales*
Chief Accounting Officer		30%	50% based on profit before tax
			30% based on net sales*
			20% based on certain components of the individual’s job function
Other Executive Officers		50%	50% based on profit before tax
			30% based on net sales*
			20% based on certain components of the individual’s job function

* Executive officers are not eligible for any payout based on the net sales performance measure unless the performance measure for profit before tax has been achieved.

EX-10.2

Exhibit 10.2

Summary of
Fiscal 2012 Long-Term Incentive Program
for Tandy Brands Accessories, Inc.

Pursuant to authority granted by the Board of Directors of Tandy Brands Accessories, Inc. (the “Company”), on June 24, 2011, the Compensation Committee of the Company’s Board of Directors approved the Company’s fiscal 2012 long-term incentive program, pursuant to which performance units will be granted to the Company’s executive officers for the performance period beginning July 1, 2011 and ending June 30, 2013. Under the long-term incentive program, target awards are expressed as a dollar amount, with threshold, target and maximum payout opportunities expressed as a percentage of the target award (actual payouts may range anywhere between the threshold and maximum percentages). No payout will occur unless threshold performance is achieved. The Compensation Committee approved the following payout opportunities for achieving threshold, target and maximum performance:

	Threshold					Maximum
Executive Officer	(as a % of Target)			Target		(as a % of Target)
Chief Executive Officer		50	%	$	350,000		200	%
Chief Accounting Officer		50	%	$	60,000		200	%
Other Executive Officers		50	%	$	100,000		200	%

To support the Company’s focus on creating long-term shareholder value, the financial metric approved by the Compensation Committee to determine whether target performance has been achieved is earnings per share, as an average over the performance period, with aggressive performance targets set by the Compensation Committee. Each performance unit award will generally be comprised 50% of cash and 50% of phantom shares of the common stock of the Company. The number of phantom shares of common stock attributable to the performance unit award will be determined based on the fair market value of the Company’s common stock on the date of grant. Assuming continued employment, if, at the end of the performance period, at least the threshold performance level has been achieved, the performance units vest and, to the extent earned, will be settled in cash. The Board of Directors of the Company may, in its discretion, adjust the target measures to exclude one-time, non-operating items that may occur during the performance period, and, if shares are available under the Company’s benefit plans, pay the portion of the award payable in phantom shares with common stock of the Company. All awards issued pursuant to the 2012 long-term incentive program are made under the Company’s 2002 Omnibus Plan.