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): January 28, 2009
Consolidated-Tomoka
Land Co.
(Exact
name of registrant as specified in its charter)
|
Florida
(State
or other jurisdiction of incorporation)
|
0-5556
(Commission
File Number)
|
59-0483700
(IRS
Employer Identification No.)
|
|
|
1530
Cornerstone Boulevard, Suite 100
Daytona
Beach, Florida
(Address
of principal executive offices)
|
32117
(Zip
Code)
|
|
Registrant’s
telephone number, including area code: (386)
274-2202
|
|
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:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 28, 2009, the Board of
Directors of Consolidated-Tomoka Land Co. (the “Company”), following the
recommendation of the Compensation and Stock Option Committee (the “Committee”)
of the Board of Directors, adopted and approved the Annual Executive Cash Bonus
Criteria for the fiscal year ending December 31, 2008 (the “Cash Bonus
Plan”). The Cash Bonus Plan applies to the Company’s Chief Executive
Officer (“CEO”), its Executive Officers and Senior Vice Presidents, its Vice
Presidents, and its managers designated in the Cash Bonus Plan.
Prior to fiscal 2008 no formal policy
on cash bonuses had been adopted by the Company, and all cash bonuses for annual
performance were discretionary following the recommendation of the
Committee. In determining whether to award a cash bonus, the
Committee considered earnings per share (“EPS”), earnings before depreciation,
amortization and deferred taxes, and individual accomplishments that contributed
to such earnings during the year.
The Cash Bonus Plan was instituted to
reward short-term performance and is a discretionary cash bonus
plan. The bonus pool will be established based on the Company’s EPS
for the fiscal year and will be adjusted for the number of employees in the Cash
Bonus Plan at each level of participation. Actual awards to
participants are based on two factors, the Company’s EPS for the fiscal year and
the individual participant’s performance (based on the recommendation of the CEO
to the Committee for participants other than the CEO and based on the
determination of the Committee in the case of the CEO). An award may
be reduced or eliminated if performance or other issues warrant such
action.
The maximum bonus payable to a
participant is 200% of base annual salary for the CEO, 100% of base annual
salary for Executive Officers and Senior Vice Presidents, 75% of base annual
salary for Vice Presidents, and 50% of base annual salary for designated
managers. The Cash Bonus Plan includes guidelines for estimated
bonuses based on the Company’s EPS for the fiscal year, ranging from $1.50 (in
which case the estimated cash bonus would be 43% of base annual salary for the
CEO, 22% of base annual salary for Executive Officers and Senior Vice
Presidents, 16% to 20% of base annual salary for Vice Presidents, and 6% to 20%
of base annual salary for designated managers) to $6.00 (in which case the
estimated bonuses would be the maximum bonuses discussed above); in general, no
cash bonuses will be awarded if the Company’s EPS is less than $1.50 unless the
Board of Directors determines that overall economic conditions in the real
estate industry are such that the Company’s performance was outstanding in
comparison to its industry peers.
In addition, the Cash Bonus Plan
includes an adjustment to the EPS calculation in order to incentivize plan
participants to engage in land leases, self-development and build-to-suit
development of Company property. Because these types of transactions
would not be part of the annual EPS calculation, for the purposes of determining
eligibility and potential bonus pool amounts under the Cash Bonus Plan, the
Company will include a one-time per project equivalency calculation representing
the hypothetical after-tax net income that would have been recognized on the
land portion of any land lease, self-development project or build-to-suite lease
during the fiscal year had the property been sold to a third party; the fair
market value of the property used to calculate the lease payment for land
leases, or the value approved by the Board in the pro-forma calculations for
self-development projects or build-to-suite leases, will then be used to adjust
the EPS calculation for the Cash Bonus Plan.
The Committee and the Board of
Directors retain the discretion to adjust the bonus pool and cash bonuses
pursuant to the Cash Bonus Plan.
The
description of the Cash Bonus Plan contained herein is a summary of the material
terms of the Cash Bonus Plan, does not purport to be complete, and is qualified
in its entirety by reference to the Cash Bonus Plan. A copy of the Cash Bonus
Plan is attached to this Current Report on Form 8-K as Exhibit
10.1.
Item
9.01. Financial Statements and Exhibits.
10.1 Annual
Executive Cash Bonus Criteria
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.
Date: February
3, 2009
Consolidated-Tomoka
Land Co.
|
By: /s/William H.
McMunn |
| William
H. McMunn |
|
President and Chief Executive Officer |
Exhibit