8-K 1 a23595e8vk.htm FORM 8-K FOR PERIOD DATED SEPTEMBER 5, 2006 e8vk
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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) September 5, 2006
CKE RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction
of incorporation) 		  1-11313
(Commission File Number) 		  33-0602639
(IRS Employer Identification No.)
         
6307 Carpinteria Ave., Ste. A, Carpinteria, California
(Address of principal executive offices)
   93013
(Zip Code)
Registrant’s telephone number, including area code: (805) 745-7500
 
(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):
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))
 
 

 

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Item 1.01. Entry Into a Material Definitive Agreement.
SIGNATURES

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Item 1.01. Entry Into a Material Definitive Agreement.
     On and effective September 5, 2006, following recommendations and approvals by the Compensation Committee and the Nominating & Corporate Governance Committee of the Board of Directors of CKE Restaurants, Inc. (the “Company”), the Board of Directors approved and adopted certain changes to director retainer and meeting fees and the initial and annual equity grant component of compensation payable to non-management directors for Board and Board committee participation. The newly adopted compensation arrangements are set forth in the following table:
             
    Cash Payment(1)(4)   Equity Payment(2)(3)
 
            
Initial Equity Payment
            
 
            
All Non-management Directors:
    —     Options to purchase 25,000 shares of common stock and 10,000 shares of restricted common stock
 
            
 
            
Base Annual Retainer
            
 
            
All Non-management Directors:
  $ 50,000     Options to purchase 15,000 shares of common stock and 7,500 shares of restricted common stock
 
            
 
            
Additional Annual Retainers
            
 
            
Chairman of the Board:
  $ 125,000     Options to purchase 35,000 shares of common stock
 
            
Chairman of the Audit Committee:
  $ 75,000     Options to purchase 5,000 shares of common stock and 2,500 shares of restricted common stock
 
            
Other Audit Committee Members:
    —     Options to purchase 5,000 shares of common stock
 
            
Chairman of the Compensation Committee:
  $ 35,000     2,500 shares of restricted common stock
 
            
Chairman of the Nominating & Corporate
            
Governance Committee:
  $ 35,000     2,500 shares of restricted common stock
 
            
 
            
Per Meeting Fees (Board and Committee)
            
 
            
All Non-management Directors:
  $ 2,000     —
 
  ($1,000 if telephonic)    
 
(1)   Each director may elect to receive shares of restricted common stock, valued at a 20% premium, in lieu of all or a part of the cash portion of his or her annual retainer and meeting fees.
 
(2)   Each director may elect to receive shares of restricted common stock in lieu of all or a part of his or her initial and annual grant of options. The number of shares of restricted common stock granted to such director will be equal to one-half the number of shares under the options forfeited.
 
(3)   Options to purchase common stock and shares of restricted stock will vest in equal increments over a two-year period.
 
(4)   The Company also reimburses directors for reasonable travel and lodging expenses.

 

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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.
         
  CKE RESTAURANTS, INC.
 		  
Date: September 11, 2006  /s/ Theodore Abajian    
  Theodore Abajian   
  Executive Vice President and Chief Financial Officer