Management Development and Compensation Committee February Meeting
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): February 22, 2007
RADIOSHACK
CORPORATION
(Exact
name of
registrant as specified in its charter)
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Delaware
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1-5571
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75-1047710
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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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Mail
Stop
CF3-203, 300 RadioShack Circle, Fort Worth, Texas
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76102
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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: (817) 415-3700
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):
¨ Written
communications pursuant to Rule 425 under the Securities Act
¨ Soliciting
material
pursuant to Rule 14a-12 under the Exchange Act
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
Item
5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Establishment
of 2007 Annual Incentive Bonus Measures.
On February 22,
2007, the Management Development and Compensation Committee (the “Compensation
Committee”) of the Board of Directors of RadioShack Corporation (“RadioShack”)
approved annual incentive bonus measures for calendar 2007 for RadioShack’s
executive officers pursuant to the RadioShack 2004 Annual and Long-Term
Incentive Compensation Plan, which was approved by stockholders at RadioShack’s
2004 annual meeting (the “Compensation Plan”), and the RadioShack Corporation
Bonus Plan for Executive Officers, which was implemented pursuant to the
stockholder-approved Compensation Plan (the “Bonus Plan”). A summary describing
the elements of the annual incentive performance measures for Mr. Julian C.
Day,
RadioShack’s Chairman of the Board and Chief Executive Officer, Mr. James F.
Gooch, RadioShack’s Executive Vice President and Chief Financial Officer, and
Mr. David P. Johnson, RadioShack’s Senior Vice President - Corporate Controller,
for calendar 2007 is set forth in Exhibit 10.1 and is incorporated by
reference.
Establishment
of 2007 LTIP Measures.
In
addition, on
February 22, 2007, the Compensation Committee approved, subject to meeting
the
requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended,
long-term incentive performance goals for RadioShack’s executive officers for
the 2007 through 2008 performance cycle under RadioShack’s cash long-term
incentive plan. The long-term incentive plan was established pursuant to the
stockholder-approved Compensation Plan and the RadioShack Corporation Long-Term
Incentive Plan (the “LTIP”), which was established pursuant to the Compensation
Plan. A summary describing the elements of the long-term incentive performance
measures for this performance cycle is set forth in Exhibit 10.2 and is
incorporated by reference. Mr. Day is not a participant in this performance
cycle.
Early
Payment
of the 2006 LTIP Performance Cycle. The
Compensation
Committee also noted that the previously-approved performance measure under
the
LTIP for the March 27, 2006 through March 26, 2009 performance cycle was based
solely on stock price and determined that, in light of significant changes
in
the management team and the subsequent changes in the team’s approach to
RadioShack’s operations, management should focus its attention on RadioShack’s
EBITDA performance. As a result, on February 22, 2007, the Compensation
Committee approved the early termination of the 2006 through 2009 long-term
incentive plan performance cycle and the subsequent payment to participants
in
this plan cycle of a percentage of the one-year payout under this plan
cycle. Under this early termination, Mr. Johnson will receive approximately
$15,000. Messrs. Day and Gooch did not participate in the 2006 long-term
incentive plan performance cycle and therefore will receive no payment as a
result of this early termination.
RadioShack
intends
to provide additional information regarding the compensation awarded to its
executive officers in the proxy statement for RadioShack’s 2007 annual meeting
of stockholders, which is expected to be filed with the Securities and Exchange
Commission in April 2007.
Item
9.01. Financial
Statements and Exhibits.
Exhibit
No.
| 10.1 |
Description of 2007 Annual Incentive Bonus Performance
Measures.
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| 10.2 |
Description of Long-Term Incentive Performance Measures for the 2007
through 2008 Performance Cycle.
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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 thereunto
duly
authorized this 28th
day of February,
2007.
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RADIOSHACK
CORPORATION
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/s/
David S.
Goldberg
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David
S.
Goldberg
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Senior
Vice
President, General Counsel
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and
Corporate
Secretary
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EXHIBIT
INDEX
Exhibit
No.
| 10.1 |
Description of 2007 Annual Incentive Bonus Performance
Measures.
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| 10.2 |
Description of Long-Term Incentive Performance Measures for the 2007
through 2008 Performance Cycle.
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