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): August 29, 2008
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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1-31340
(Commission
File Number)
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56-0484485
(I.R.S. Employer
Identification Number) |
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| 8100 Denmark Road, Charlotte, North Carolina
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28273-5975 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(704) 554-8510
(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 (see General
Instruction A.2. below):
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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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory
Arrangements of Certain Officers
As previously announced on August 29, 2008, The Cato Corporation (the “Company”) has promoted John
R. Howe to Executive Vice President and Chief Financial Officer of the Company, effective as of
September 1, 2008. In connection with Mr. Howe’s promotion, Mr. Howe and the Company entered into
a letter of agreement (“Agreement”) dated August 29, 2008 and effective September 1, 2008, that
sets forth certain terms regarding his employment.
Pursuant to the Agreement, Mr. Howe will serve as Executive Vice President and Chief Financial
Officer of the Company. His initial annual base salary will be $225,000 per year, subject to
potential increase based on an annual performance review.
Mr. Howe will be eligible to receive a performance bonus of up to 60% of base salary based upon the
achievement of the Company and individual performance goals for fiscal 2008.
As of his effective promotion date, Mr. Howe will be granted 5,000 restricted shares of the
Company’s Class A Common Stock. These restricted shares were granted pursuant to the Company’s
2004 Incentive Compensation Plan, and will vest over 5 years at the rate of 1/3 per year as of the
end of years 3, 4 and 5, respectively. Mr. Howe will also be eligible to receive an annual
restricted stock grant in May 2009, along with other eligible employees, subject to approval by the
Compensation Committee of the Board of Directors.
Mr. Howe will be entitled to participate in the Company’s employee benefit plans as provided to
other employees, including the Company’s 401(k) Plan, Employee Stock Purchase Plan and vacation
plan.
On August 29, 2008, the Company issued a press release announcing the promotion of John R. Howe as
its new Executive Vice President and Chief Financial Officer, effective as of September 1, 2008. A
copy of the press release is attached hereto as Exhibit 99.2, and the contents thereof are
incorporated herein by reference. Mr. Howe, who is 46 years old, has served in various positions
with the Company since July 1986, most recently as Senior Vice President and Controller from June
2007 until his recent promotion and as Vice President, Assistant Controller from August 1999 until
June 2007.
Item 9.01. Financial Statements and Exhibits
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99.1
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Letter of Agreement between the Company and John Howe |
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99.2
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Press release issued on August 29, 2008 |
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