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 26, 2012

____________________________

TANDY BRANDS ACCESSORIES, INC.

(Exact name of registrant as specified in charter)

Delaware (State or other jurisdiction of incorporation or organization)	0-18927 (Commission File Number)	75-2349915 (IRS Employer Identification No.)
	3631 West Davis, Suite A Dallas, Texas  75211 (Address of principal executive offices and zip code)

(214) 519-5200

(Registrant's telephone

number, including area code)

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 (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 June 26, 2012, the Board of Directors at Tandy Brands Accessories, Inc. (the “Company”) approved the Company's: (1) fiscal 2013 management incentive plan, pursuant to which cash bonuses for the Company's executive officers will be determined for fiscal 2013; and (2) fiscal 2013 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, 2012 and ending June 30, 2014.  Summaries of the 2013 management incentive plan and the 2013 long-term incentive program are set forth in Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.

The Board of Directors also approved the compensation structure for the Company’s independent directors for fiscal 2013.  In order to rationalize non-employee director compensation with comparable companies, the annual retainer was set at $43,000.  The lead independent director will be entitled to receive an additional retainer of $10,000 and the audit and compensation committee chairs will receive additional retainers of $7,500.  Each independent director will also receive a grant of 8,000 shares of restricted stock which will vest in three equal annual installments.

Item 9.01(d) Exhibits

Exhibit 10.1 Summary of Fiscal 2013 Management Incentive Plan

Exhibit 10.2 Summary of Fiscal 2013 Long-Term Incentive Program

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:  July 2, 2012                                                                By:          /s/ N. Roderick McGeachy, III

N. Roderick McGeachy, III

Chief Executive Officer

EX-10.1

Exhibit 10.1

Summary of

Fiscal 2013 Management Incentive Plan

for Tandy Brands Accessories, Inc.

The Board of Directors of Tandy Brands Accessories, Inc. (the "Company"), on June 26, 2012, approved the Company's fiscal 2013 management incentive plan, pursuant to which cash bonuses for the Company's executive officers will be determined for fiscal 2013.  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 2013, the Compensation Committee approved the following target payout opportunities and performance measures for the Company's executive officers:

Executive Officer	Target Payout Opportunity (as a % of Base Salary)	Performance Measures
Chief Executive Officer	75%	80% based on profit before tax 20% based on net sales
Chief Financial Officer	50%	80% based on profit before tax 20% based on net sales
Other Executive Officers	50%	45% based on profit before tax 15% based on net sales 40% based on certain components of the individual's job function

EX-10.2

Exhibit 10.2

Summary of

Fiscal 2013 Long-Term Incentive Program

for Tandy Brands Accessories, Inc.

The Board of Directors of Tandy Brands Accessories, Inc. (the "Company"), on June 26, 2012, approved the Company's fiscal 2013 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, 2012 and ending June 30, 2014.  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 Board approved the following payout opportunities for achieving threshold, target and maximum performance:

Executive Officer	Threshold (as a % of Target)			Target		Maximum (as a % of Target)
Chief Executive Officer		50	%	$	350,000		200	%
Chief Financial Officer		50	%	$	100,000		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 Board to determine whether target performance has been achieved is earnings per share, as an average over the performance period, with 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 2013 long-term incentive program are made under the Company's 2002 Omnibus Plan.