Current Report Filing (8-k)
August 14 2020 - 06:01AM
Edgar (US Regulatory)
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 12,
2020
LUBY’S, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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1-8308 |
74-1335253 |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
13111 Northwest Freeway, Suite 600 Houston, Texas |
77040 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code:
(713) 329-6800
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))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange at which registered |
Common Stock ($0.32 par value per share) |
LUB |
New York Stock Exchange |
Common Stock Purchase Rights |
N/A |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.¨
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On August 12, 2020, the Board of Directors (the “Board”) of Luby's,
Inc. (the “Company”) approved, upon the recommendation of the
Compensation Committee of the Board, a severance agreement and a
bonus opportunity agreement, pursuant to which certain executive
officers and other specified senior level employees will receive
separation payments upon the occurrence of certain events and will
be eligible to receive both a cash bonus and a restricted stock
award bonus (collectively, the “retention awards”). The retention
awards are designed to retain certain key employees in their roles
with the Company and to carry out the previously-announced intent
of the Board to pursue a sale of the Company's operations and
assets and to distribute the net proceeds to the Company’s
stockholders.
Pursuant to the severance agreements, each recipient will be
eligible to receive a separation payment, based on a percentage of
such recipient’s current annual base salary, if such recipient is
terminated without Cause (as defined in the severance agreement),
resign for Good Reason (as defined in the severance agreement), or
are not hired by a successor or buyer of the Company’s assets. The
separation payment amount for the Company's named executive
officers is calculated as follows: Benjamin T. Coutee—100% of Base
Salary; Steven Goodweather—100% of Base Salary; and Philip
Rider—83.3% of Base Salary.
The bonus opportunity agreement is designed to incentivize each
recipient to complete the sale of the Company's operations and
assets. Each recipient is eligible to earn both a cash bonus and a
portion of a restricted stock award granted under the Luby’s
Incentive Stock Plan. The restricted stock to be granted to each
recipient will be issued upon entering into the bonus opportunity
agreement and will be subject to being both earned upon the
occurrence of a Triggering Event (as defined below) and vesting.
Upon the closing of the contemplated sales of each of: (1) the
Company's Fuddruckers brand, (2) the Company's Culinary Contract
Services brand; and (3) at least 30 of the Company's Luby’s
cafeterias (each, a "Triggering Event"), each recipient will
receive the cash portion of the bonus and will earn a portion of
the restricted stock granted to such recipient, subject to
time-based vesting conditions. The target bonus amounts for the
Company's named executive officers are as follows: Benjamin T.
Coutee—$15,000 + 10,000 earned shares of restricted stock for each
Triggering Event; Steven Goodweather—$12,500 + 8,000 earned shares
of restricted stock for each Triggering Event; and Philip
Rider—$12,500 + 8,000 earned shares of restricted stock for each
Triggering Event.
The foregoing descriptions of the severance agreement and the bonus
opportunity agreement do not purport to be complete and are
qualified in their entirety by reference to such agreements filed
as Exhibits 10.1 and 10.2, respectively, to this Current Report on
Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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.
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Date: August 13, 2020 |
LUBY’S, INC. |
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By: |
/s/ Christopher J. Pappas |
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Christopher J. Pappas |
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President and Chief Executive Officer |
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