Tasty Baking Co - Current report filing (8-K)
February 12 2008 - 5:26PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 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):
February
6, 2008
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Tasty Baking Company
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(Exact Name of Registrant as Specified in its Charter)
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Pennsylvania
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1-5084
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23-1145880
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(State or Other Jurisdiction of
Incorporation or
Organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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2801 Hunting Park Avenue, Philadelphia, Pennsylvania
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19129
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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
:
(215)
221-8500
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Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
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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.
(e) On February 6, 2008, the following
actions of the Compensation Committee (the "Committee") of the Board of
Directors of Tasty Baking Company (the "Company") were reviewed and
ratified by the Board of Directors of the Company:
Base Salaries
.
An increase in base salary of the
following named executive officers of the Company was approved:
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Name
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Title
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New Base Salary
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Charles P. Pizzi
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President and Chief Executive Officer
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$ 525,000
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David S. Marberger
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Executive Vice President and
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$ 306,500
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Chief Financial Officer
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Autumn R. Bayles
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Senior Vice President Strategic
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$ 215,000
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Operations
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Christopher J. Rahey
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Vice President - Direct Sales
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$ 177,000
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Robert V. Brown
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Vice President – Route Sales
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$ 177,000
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These new base salaries will become
effective on March 30, 2008.
Annual Incentive Plan ("AIP")
- The Committee approved the target awards for the 2008 AIP grants to
eligible employees, including the named executive officers. Target AIP
awards are determined by multiplying the executive’s base salary by a
percentage based on the executive’s level of responsibility. These
target awards range from 20% to 60% of base salary for the named
executive officers. The potential payout for 2008 ranges from 0% to 250%
of the target award. The Committee also approved earnings before
interest, taxes, depreciation and amortization ("EBITDA") as the
performance criteria that it will generally consider in 2008 for the
named executive officers, except for the sales executives for whom the
performance criteria will be EBITDA and other individual objectives tied
to sales performance. While the Company sets target awards, payout
ranges and performance criteria at the beginning of a performance year,
the Committee has the discretion under the AIP to adjust any award to
take into account any factors it deems relevant, including extraordinary
or unusual items occurring during the performance year. In this regard,
the Committee retains the flexibility in determining the final award to
consider other performance criteria, such as the individual’s and the
Company’s performance in meeting certain strategic goals.
Long Term Incentive Awards
.
In July 2006, the Company instituted a three-year restricted stock award
program (fiscal year 2006 - fiscal year 2008). Under the program,
executive officers and certain other employees are eligible for an
annual award of restricted stock based on the Company’s achievement of
certain financial and operational performance measures which will be set
every year. Although the Committee retains flexibility in determining
equity awards to the named executive officers, the Committee approved
certain 2008 performance measures that it will generally consider in
determining future awards under the restricted stock award program. The
performance measures for 2008 are completion of various milestones
relating to the Company’s manufacturing plan. One-hundred thousand
shares were allotted under the program for performance in 2008 for
eligible employees; however, no determination was made regarding target
awards, range of awards or other allocation of shares for named
executive officers or other eligible employees.
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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TASTY BAKING COMPANY
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(Registrant)
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Date:
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February 12, 2008
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/s/ David S. Marberger
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David S. Marberger
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Executive Vice President and Chief
Financial Officer
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