Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Director Retirement
On November 16, 2022, Judy C. Odom notified the Company of her decision to retire as a director of the Company effective at the end of her current elected term, which is the date of the Company’s next annual meeting of shareholders currently expected to be held in May 2023. As such, Ms. Odom will not stand for re-election at the shareholders meeting. Ms. Odom has provided over 20 years of outstanding service to the Board. She was first elected to the Board in 2002 and has served as lead independent director since 2020.
Amendment to Executive Stock Unit Program
On November 17, 2022, the Human Resources and Compensation Committee of the Board amended the 2005 Executive Stock Unit Program (“ESU Program”), effective January 1, 2023. Karl G. Glassman (Executive Chairman), J. Mitchell Dolloff (President & Chief Executive Officer), Jeffrey L. Tate (Executive VP & Chief Financial Officer), Steven K. Henderson (Executive VP, President – Specialized Products and Furniture, Flooring & Textile Products) and Scott S. Douglas (Senior VP – General Counsel & Secretary) are the Company’s named executive officers and participate in the ESU Program.
Below is a brief description of the terms and conditions of the ESU Program.
Diversified Investments. The ESU Program is a non-qualified, deferred compensation retirement program that allows our named executive officers and other key employees to make pre-tax deferrals of up to 10% of their compensation, above certain thresholds (“Participant Contributions”) into diversified investments (which are various investments including mutual funds, bonds, etc.). The Company also automatically makes a 17.65% contribution to the diversified investments acquired with Participant Contributions (“Premium Contributions”).
Stock Units. The Company automatically matches 50% of the Participant Contributions in Company stock units, purchased at a 15% discount (“Matching Contributions”), which may increase up to a 100% match (“Additional Matching Contributions”) based on the Company’s achievement of an annual performance metric under the Company’s Key Officers Incentive Plan (our annual incentive cash bonus plan). In addition, Company stock units held in the ESU Program accrue dividends, which are used to acquire additional stock units at a 15% discount (“Dividend Contributions”). One stock unit is equivalent to one share of Company common stock.
Vesting and Distribution. Participant Contributions and Premium Contributions (into diversified investments) vest when made. Matching Contributions, Additional Matching Contributions and Dividend Contributions (into stock units) vest once the executive has five years of service. The diversified investments and stock units are held until the executive’s employment is terminated, and then distributed in accordance with the distribution schedule elected by the executive. At distribution, the balance of the diversified investments is paid in cash, and, with respect to the named executive officers, the stock units are converted into Company common stock on a one-to-one basis.
The amendments to the ESU Program included:
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Definition of Disability Simplified. The definition of Disability was simplified to mean that the participant is unable to substantially perform duties and responsibilities by reason of any accident or illness that can be expected to result in death or to last for a continuous period of not less than one year. |
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