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): February 20, 2008
Commission file
number 1-5571
RADIOSHACK
CORPORATION
(Exact name of
registrant as specified in its charter)
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Delaware
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75-1047710
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(State or
other jurisdiction of incorporation)
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(I.R.S.
Employer Identification No.)
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300
RadioShack Circle, Mail Stop CF3-203,
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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
Not Applicable
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:
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¨
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Written
communications pursuant to Rule 425 under the Securities
Act
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Establishment of 2008 Annual
Incentive Bonus Measures. On February 20, 2008, the Management
Development and Compensation Committee (the “Compensation Committee”) of the
Board of Directors of RadioShack Corporation (“RadioShack”) approved annual
incentive bonus measures for 2008 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 the executive officers
for 2008 is set forth in Exhibit 10.1 and is incorporated by
reference.
Establishment of 2008 LTIP
Measures. In addition, on
February 20, 2008, the Compensation Committee approved, subject to meeting the
requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended,
two-year and three-year long-term incentive performance goals for RadioShack’s
executive officers for the 2008 through 2009 and 2008 through 2010 performance
cycles 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. Summaries describing the elements of the long-term incentive
performance measures for these two performance cycles are set forth in Exhibit
10.2 and Exhibit 10.3 and are incorporated by reference.
RadioShack intends
to provide additional information regarding the compensation awarded to its
executive officers in the proxy statement for RadioShack’s 2008 annual meeting
of stockholders, which is expected to be filed with the Securities and Exchange
Commission in April 2008.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
February 21, 2008, the Board of Directors of RadioShack adopted Amended and
Restated Bylaws. The purpose of the amendment, which does not require
stockholder approval, was to add a provision providing that stockholders owning
25% or more of RadioShack’s common stock may call a special meeting of the
stockholders of RadioShack. The Amended and Restated Bylaws became effective
immediately upon their adoption by the Board. A copy of the Amended and Restated
Bylaws has been included as Exhibit 3.1 to this Current Report on Form 8-K and
is incorporated by reference herein.
Exhibit
No.
3.1 Amended
and Restated Bylaws of RadioShack Corporation
10.1 Description
of 2008 Annual Incentive Bonus Performance Measures
10.2 Description
of Long-Term Incentive Performance Measures for the 2008 through 2009
Performance Cycle
10.3 Description
of Long-Term Incentive Performance Measures for the 2008 through 2010
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 hereunto duly
authorized this 26th day of February, 2008.
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RadioShack
Corporation
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(Registrant)
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/s/
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James F.
Gooch
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James F.
Gooch
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Executive
Vice President -
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Chief
Financial Officer
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(Principal
Financial Officer)
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EXHIBIT INDEX
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Exhibit
No.
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Description
of Exhibit
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3.1
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Amended and
Restated Bylaws of RadioShack Corporation
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10.1
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Description of 2008 Annual Incentive Bonus Performance Measures | |
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10.2
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Description of Long-Term Incentive Performance Measure for the 2008 through 2009 Performance Cycle | |
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10.3
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Description of Long-Term Incentive Performance Measure for the 2008 through 2010 Performance Cycle |
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