- Current report filing (8-K)
March 08 2011 - 5:08PM
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): March 2, 2011
Assisted Living Concepts, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Nevada
|
|
001-13498
|
|
93-1148702
|
|
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
|
|
|
W140 N8981 Lilly Road,
Menomonee Falls, WI
|
|
53051
|
|
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrants telephone number, including area code:
262-257-8888
(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:
o
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
o
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
o
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
o
|
|
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.
2011 Cash Incentive Compensation Program
On March 2, 2011, the Compensation/Nomination/Governance Committee (the Committee) of the board
of directors of Assisted Living Concepts, Inc. (the Company) approved the 2011 Cash Incentive
Compensation Program for the Companys executive officers and seven other employees. Annual
incentive awards for fiscal 2011 will be granted pursuant to the Companys 2006 Omnibus Incentive
Compensation Plan (the 2006 Omnibus Plan). The Committee established a target award that is
expressed as a percentage of base salary, objective performance criteria that must be met in order
for bonuses to be paid, and other terms and conditions of the awards. If paid, these annual
incentive awards are paid in cash. The performance goals applicable to these awards are: Adjusted
EBITDAR and Adjusted EBITDAR margin percentages. Adjusted EBITDAR is defined as net income from
continuing operations before income taxes, interest expense net of interest income, depreciation
and amortization, non-cash equity based compensation expense, transaction costs and non-cash,
non-recurring gains and losses, including disposal of assets, impairment of goodwill and other
long-lived assets, and impairment of investments, and rent expenses incurred for leased properties.
Both the Adjusted EBITDAR and Adjusted EBITDAR margin goals must be achieved to earn an award
under the program.
The following table sets forth the fiscal 2011 annual incentive compensation target award for each
of the Companys executive officers, assuming the objective performance targets are reached:
|
|
|
|
|
|
|
|
|
|
|
Percentage
|
|
|
|
|
|
of Base
|
|
Name
|
|
Position
|
|
Salary
|
|
Laurie A. Bebo
|
|
President and Chief Executive Officer
|
|
|
75
|
%
|
John Buono
|
|
Senior Vice President, Chief
Financial Officer and Treasurer
|
|
|
50
|
%
|
Mary T.
Zak-Kowalczyk
|
|
Vice President and Corporate Secretary
|
|
|
35
|
%
|
Walter A. Levonowich
|
|
Vice President and Controller
|
|
|
30
|
%
|
Ninety percent (90%) of the award is earned if ninety percent (90%) of the Adjusted EBITDAR and
Adjusted EBITDAR margin goals are met. If these threshold criteria are attained, awards are
prorated between ninety percent (90%) and one hundred percent (100%) of the target award based on
the lower of actual Adjusted EBITDAR and Adjusted EBITDAR margin results. An additional annual
incentive is awarded if the Adjusted EBITDAR and Adjusted EBITDAR margin goals are exceeded. If
the Adjusted EBITDAR and Adjusted EBITDAR margin goals are exceeded, awards are prorated between
one hundred percent (100%) and one hundred and ten percent (110%) of the target award based on the
lower of actual Adjusted EBITDAR and Adjusted EBITDAR margin results. Accordingly, awards earned
under the program, if any, may range between ninety percent (90%) and one hundred and ten percent
(110%) of the target percentage of base salary.
The foregoing description of the 2011 Cash Incentive Compensation Program is qualified in its
entirety by reference to the text of the form of 2011 Cash Incentive Compensation Award Agreement,
which is filed as Exhibit 10.1 to this Current Report and incorporated herein by
reference, and to the text of the 2006 Omnibus Plan, which is incorporated by reference as Exhibit
10.2 to this Current Report and incorporated herein by reference.
2
2011 Long-Term Equity-Based Compensation Program
On March 2, 2011, the Committee also approved the 2011 Long-Term Equity-Based Compensation Program
and approved awards of tandem non-qualified stock options and stock appreciation rights
(Options/SARs) to the Companys executive officers and seven other employees pursuant to the 2006
Omnibus Plan. The aggregate maximum number of Options/SARs approved for all participants was
85,250.
The Options/SARs have both time vesting and performance vesting features. One fifth (1/5) of each
grant becomes exercisable in one-third increments on the first, second and third anniversaries of
March 2, 2011. If the established performance goals (related to increases in private pay resident
occupancy) are achieved in fiscal 2011, some or all of the remaining four fifths (4/5) of each
grant becomes exercisable in one-third increments on the first, second and third anniversaries of
March 2, 2011. Once exercisable, awards may be exercised either by exercising the stock option and
purchasing shares of the Companys Class A common stock at the exercise price or exercising the
related stock appreciation right. The Committee has sole discretion to determine whether stock
appreciation rights are settled in shares of Class A common stock, cash or a combination of shares
of Class A common stock and cash. The Options/SARs have an exercise price equal to the
closing price of the Companys Class A common stock on the New York Stock Exchange on
March 8, 2011, the second business day following the March 4, 2011, release of quarterly and full
year earnings, and expire March 2, 2016.
The following table sets forth the maximum number of Options/SARs granted to each of the Companys
executive officers:
|
|
|
|
|
|
|
|
|
|
|
Maximum
|
|
|
|
|
|
number of
|
|
Name
|
|
Position
|
|
Options/SARs
|
|
Laurie A. Bebo
|
|
President and Chief Executive Officer
|
|
|
22,000
|
|
John Buono
|
|
Senior Vice President, Chief
Financial Officer and Treasurer
|
|
|
11,000
|
|
Mary T.
Zak-Kowalczyk
|
|
Vice President and Corporate Secretary
|
|
|
5,500
|
|
Walter A. Levonowich
|
|
Vice President and Controller
|
|
|
5,500
|
|
The form of 2011 Tandem Stock Option/Stock Appreciation Rights Award Agreement is filed as Exhibit
10.3 to this Current Report on Form 8-K and is incorporated herein by reference. This summary does
not purport to be complete and is subject to and qualified in its entirety by reference to the text
of the 2006 Omnibus Plan and the form of 2011 Tandem Stock Option/Stock Appreciation Rights Award
Agreement.
3
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
|
|
10.1
|
|
Form of 2011 Cash Incentive Compensation Award Agreement
|
|
|
|
10.2
|
|
2006 Omnibus Incentive Compensation Plan (incorporated by reference
to Exhibit 10.1 to Current Report of Assisted Living Concepts, Inc.
on Form 8-K dated April 30, 2009, File No. 001-13498)
|
|
|
|
10.3
|
|
Form of 2011 Tandem Stock Option/Stock Appreciation Rights Award
Agreement
|
4
SIGNATURE
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: March 8, 2011
|
|
ASSISTED LIVING CONCEPTS, INC.
|
|
|
By:
|
/s/ John Buono
|
|
|
|
John Buono, Senior Vice President,
|
|
|
|
Chief Financial Officer and Treasurer
|
|
|
5
Alcon (NYSE:ALC)
Historical Stock Chart
From Jul 2024 to Aug 2024
Alcon (NYSE:ALC)
Historical Stock Chart
From Aug 2023 to Aug 2024