- Current report filing (8-K)
September 17 2009 - 8:34AM
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): September 17, 2009
(Exact name of registrant as specified in its charter)
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DELAWARE
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1-9548
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02-0312554
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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200 Domain Drive, Stratham, NH
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03885
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(Address of principal executive offices)
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(Zip Code)
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(603) 772-9500
(Registrants telephone number, including area code)
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))
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
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On September 17, 2009, The Timberland Company (the Company) announced internally that John D.
Crimmins, III, Vice President and Chief Financial Officer of the Company, will leave the Company
effective September 30, 2009. The Company will disclose the terms and conditions of the separation
and any amounts payable to Mr. Crimmins in connection therewith as soon as such matters have been
finally agreed upon between the Company and Mr. Crimmins.
On September 17, 2009, the Company also announced internally that the Board of Directors of the
Company had appointed Carrie W. Teffner, 43, as the Companys Chief Financial Officer, effective
September 28, 2009. Ms. Teffner is joining the Company from Sara Lee Corporation, a
publicly-traded, global manufacturer and marketer of high-quality, brand-name products for
consumers throughout the world, where she has served in executive-level finance and treasury
positions since 1998. Since 2008, Ms. Teffner served as Senior Vice President and Chief Financial
Officer of Sara Lee International Household and Body Care, a division of Sara Lee Corporation.
Prior to that, Ms. Teffner served as Senior Vice President and Chief Financial Officer of Sara Lee
Foodservice, a division of Sara Lee Corporation. From 1998 until 2007, Ms. Teffner served Sara Lee
Corporation in a variety of finance and treasury positions of increasing responsibility, ultimately
serving in the position of Senior Vice President Financial Planning & Analysis and Treasurer.
In connection with her appointment, the Company and Ms. Teffner have entered into an employment
offer letter (the Offer Letter). The Offer Letter provides for an at-will employment
relationship and also provides that Ms. Teffner will receive the following compensation and
benefits: (i) an annual base salary of $325,000, less applicable withholdings; (ii) eligibility for
a target bonus payment of 65% of her annual base salary under the Companys 2009 Short Term
Incentive Plan, which amount, if earned, will be prorated based upon Ms. Teffners date of hire in
accordance with the terms of the plan; (iii) a sign-on bonus of $75,000, less applicable
withholdings, upon successful completion of ninety days of employment; (iv) a non-qualified stock
option grant to purchase 27,500 shares of the Companys Class A Common Stock at the market closing
price on the date of grant pursuant to the Companys 2007 Incentive Plan (which grant is scheduled
to vest in three equal annual installments); (v) a grant of 10,000 restricted stock units pursuant
to the 2007 Incentive Plan (which is also scheduled to vest in three equal annual installments);
and (vi) certain relocation expenses. The Offer Letter also outlines other generally available
benefits.
There are no arrangements or understandings between Ms. Teffner and any other person pursuant to
which she was appointed to her current position. Ms. Teffner is not related to any other executive
officer or director of the Company. There are no related party transactions between Ms. Teffner
and the Company.
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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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THE TIMBERLAND COMPANY
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Date: September 17, 2009
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By:
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/s/ Jeffrey B. Swartz
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Name:
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Jeffrey B. Swartz
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Title:
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President and Chief Executive Officer
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