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 : January 27, 2021
(Date of earliest event repoprted: January 21, 2021)
(Exact Name of Registrant as Specified in Its Charter)
(Commission File Number)
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(State or Other Jurisdiction of Incorporation)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices, including zip code)
(404 ) 443-2900
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter):
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
On January 21, 2021, the Nominating, Compensation and Governance Committee (the “NCG Committee”) of the Board of Directors of Haverty Furniture Companies,
Inc. (the “Company” or “Havertys”) established the annual incentive opportunities and long-term incentive equity grants for the Company’s Named Executive Officers (“NEOs”) for 2021.
Annual Incentive Opportunities: The NCG Committee
approved the management incentive plans (the “Plans” or “MIP I” or “MIP II”) to determine 2021 cash incentives pursuant to the Company’s 2014 Long Term Incentive Plan. The NEOs are eligible to receive a target payout amount from the combined
Plans of 60% of their 2021 annual base salary, except that Mr. Hare’s target is 65% and Mr. Smith’s target is 100% of base salary. The MIP I Plan covers 80% of the target payout. The MIP I sets goals of pre-tax earnings on a quarterly and
annual basis. Participants will begin to earn the incentive pay once at least 80% of a goal is met increasing up to 125% of the pre-tax goal. There is a 3% change in the incentive pay earned for every 1% increase or decrease in actual pre-tax
earnings versus the goal with the incentive pay potential ranging from 40% to 175% of the earnings target payout amount. Pre-tax earnings for comparison to the goal will be that amount reported in the annual Form 10-K, adjusted to eliminate
the effects of asset impairments, restructurings, acquisitions, divestitures, store closing costs, and the cumulative effect of accounting changes, as determined in accordance with generally accepted accounting principles, as applicable, and
any other unusual or non-recurring items. The MIP II Plan, which does not provide for above target payouts, covers the remaining 20% of the potential target payout. The MIP II Plan is earned for achieving additional performance criteria or
specific projects or initiatives tailored to each person as approved by the NCG Committee. The NCG Committee has discretion in the administration of the Plan.
Long-Term Incentive Equity Grants: Pursuant to the
Company’s 2014 Long Term Incentive Plan the NCG Committee authorized the following grants of Restricted Stock Units (“RSUs”) and Performance Restricted Stock Units (“PRSUs”). Each RSU and PRSU represent a contingent right to receive one share
of the Company's common stock.
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Named Executive Officer
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# of RSUs
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Target # of
PRSUs - EBITDA
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Target # of
PRSUs - Sales
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Clarence H. Smith
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6,670
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21,344
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5,336
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Richard B. Hare
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3,150
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5,880
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1,470
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Steven G. Burdette
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3,015
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5,628
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1,407
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J. Edward Clary
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2,515
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4,696
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1,174
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John L. Gill
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2,515
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4,696
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1,174
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The RSUs vest over three years in accordance with the schedule set forth in the stock units award agreement attached hereto as Exhibit 10.1.
PRSUs were granted with shares earned based on the Company's EBITDA (as adjusted) for the year ended December 31, 2021. EBITDA is equal to the sum of income
before income taxes, interest expense, and depreciation and amortization as reported in the Company’s financial statements included in its annual Form 10-K. Adjustments will be made to eliminate the effects of certain items such as, asset
impairments, acquisitions, cumulative effect of accounting changes, and unusual items. The number of units reported above represent target performance. The actual number that become eligible for vesting is based on achieving the level of EBITDA
during the performance period in accordance with the schedule set forth in the performance contingent restricted stock unit agreement attached hereto as Exhibit 10.2. These grants vest in February 2024.
Also granted were PRSUs with shares earned based on achieving target levels of annual consolidated sales percentage increases for 2021 over 2020. The number
of units reported above represent target performance. The actual number that become eligible for vesting is based on achieving the level of consolidated sales percentage increase during the performance period in accordance with the schedule set
forth in the performance contingent restricted stock unit agreement attached hereto as Exhibit 10.3. These grants vest in February 2024.
Item 9.01 Financial
Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
10.1
Form of Stock Units Award Agreement.
10.2
Form of Performance Contingent Restricted Stock Unit (EBITDA) Agreement.
10.3
Form of Performance Contingent Restricted Stock Unit (Sales) Agreement.
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.
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HAVERTY FURNITURE COMPANIES, INC.
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January 27, 2021
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By:
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Jenny Hill Parker
Senior Vice President, Finance and
Corporate Secretary
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