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
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| Date of report (Date of earliest event reported) |
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March 7, 2007 (March 1, 2007)
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(Exact name of registrant as specified in its charter)
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| Delaware
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000-24525
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36-4159663 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS employer
Identification No.) |
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| 14 Piedmont Center, Suite 1400, Atlanta, Georgia
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30305 |
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| (Address of principal executive offices)
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(Zip Code) |
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| Registrant’s telephone number, including area code |
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(404) 949-0700
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(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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| Section 5 — |
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Corporate Governance and Management |
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| Item 5.02 — |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers |
On March 1, 2007, the compensation committee of the board of directors of the Company, after
review and consideration of the Company’s overall financial performance for fiscal year 2006 and
the achievement of executive-specific performance goals for the year, in consultation with Lewis W.
Dickey, Jr., Chairman, President and Chief Executive Officer, approved cash bonus payments for the
following named executive officers: Martin R. Gausvik, Executive Vice President, Chief Financial
Officer and Treasurer, $175,000; Jon G. Pinch, Executive Vice President and Chief Operating
Officer, $200,000; and John W. Dickey, Executive Vice President, $250,000. The compensation
committee, taking into account similar criteria, as well as the relevant terms of Mr. L. Dickey’s
employment agreement, approved an $800,000 cash bonus payment for Mr. L. Dickey.
In addition, on March 1, 2007, the compensation committee approved awards of restricted common
stock, pursuant to the Company’s 2004 Equity Incentive Plan, to each of its named executive
officers in the following amounts: Mr. L. Dickey, 320,000 shares (of which, in accordance with Mr.
L. Dickey’s employment agreement, 160,000 shares are time-vested shares and 160,000 are
performance-based restricted shares); Mr. Gausvik, 15,000 time-vested shares; Mr. Pinch, 20,000
time-vested shares; and Mr. J. Dickey, 60,000 time-vested shares. The awards will be governed by
restricted shares agreements substantially in the forms previously filed by the Company as exhibits
to its current report on Form 8-K, filed on April 29, 2005.
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