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): November 30, 2006
CSK AUTO CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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001-13927
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86-0765798 |
| (State or Other Jurisdiction of
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(Commission File Number)
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(I.R.S. Employer |
| Incorporation)
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Identification No.) |
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| 645 E. Missouri Ave. Suite 400, Phoenix, Arizona
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85012 |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (602) 265-9200
Check the appropriate box below if the Form 8-K 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)) |
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers
As previously announced (in a press release and Form 8-K dated September 28, 2006), CSK Auto
Corporation recently substantially concluded its Audit Committee-led accounting investigation and
is working diligently on completing the restatement of its previously issued financial statements,
which will impact fiscal years 2001 through 2005. In light of the investigation and anticipated
restatement of the Company’s financial statements, the Board of Directors previously determined
that establishment of financial targets for fiscal 2006 for bonus purposes for the Company’s
general and administrative staff should be deferred. With the investigation now substantially
completed and restatement work well underway, the Board of Directors determined that certain
eligible associates and officers (including the Company’s senior executive officers, other than the
Chief Executive Officer) (collectively, the “Eligible Associates”) should be afforded the
opportunity to be rewarded for their efforts during the 2006 fiscal year. Accordingly, on November
30, 2006, the Compensation Committee (the “Committee”) of the Board of Directors of CSK Auto, Inc.
(the “Company”), wholly owned subsidiary of CSK Auto Corporation, adopted the 2006 General and
Administrative Staff Incentive Plan (the “Bonus Plan”).
The Bonus Plan is intended to assist the Company in attracting, retaining and motivating key
personnel and reward Eligible Associates for assisting the Company in achieving its operational and
strategic goals through their performance during the 2006 fiscal year.
Bonuses under the Bonus Plan are payable to Eligible Associates based on (i) determination by
management of the level of achievement of pre-established individual performance goals and (ii)
assessment by the Committee of the Company’s overall performance and achievement of operational and
strategic initiatives, during the 2006 fiscal year. Bonuses for Eligible Associates under the
Bonus Plan are calculated using a predetermined percentage of a participant’s annual base salary
relative to specified target levels for the Eligible Associate’s level of individual performance
and the Company’s performance. Bonus amounts for the Company’s senior executive officers under the
Bonus Plan may not exceed 50% of each such officer’s annual base salary in effect as of the end of
fiscal 2006; maximum bonus amounts for other Eligible Associates under the Bonus Plan range from
fixed dollar amounts to 42.50% of their annual base salary.
Awards under the 2006 Bonus Plan will be payable in the spring of 2007 (or as soon thereafter as is
reasonably feasible). The Bonus Plan is administered by the Chief Executive Officer and
Compensation Committee of the Board of Directors.
Also, as previously announced (in a Form 8-K dated October 17, 2006), the Committee determined to
proceed with the Company’s annual grant of stock options and restricted stock awards to the certain
eligible officers and employees in accordance with its internal equity grant program upon review
and approval of the pertinent information relative to granting such awards. On November 30, 2006,
the Committee of the Board of Directors of the Company authorized the grant of various stock-based
awards to certain of the Company’s officers and associates, as well as the Company’s non-management
directors, pursuant to the Company’s internal equity grant program and 2004 Stock and Incentive
Plan that was approved by the Company’s shareholders in June 2004.
The following stock options and restricted shares were awarded to the Company’s principal and named
executive officers:
Officer name, number of stock options, exercise price and number of restricted shares:
Dale Ward
Number of Stock Options – 37,741 at option price of $16.615
Number of Restricted Shares – 6,320
James Riley
Number of Stock Options – 30,247 at option price of $16.615
Number of Restricted Shares – 5,065
Larry Buresh
Number of Stock Options – 30,247 at option price of $16.615
Number of Restricted Shares – 5,065
Stock options and restricted shares awarded to the above named officers vest as to 1/3 of such
options or shares (as the case may be) on each of the first, second and third year anniversaries of
the grant date, and are subject to the terms and conditions of the 2004 Stock and Incentive Plan
and the stock option contracts and restricted stock agreements entered into with each participant,
the forms of which were previously filed with the Securities and Exchange Commission.