Form 8-K STANLEY FURNITURE CO For: Nov 30

 

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): November 30, 2016
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Stanley Furniture Company, Inc.

(Exact name of registrant as specified in its charter)

__________________________________________

Delaware		0-14938		54-1272589
(State or other jurisdiction  of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

200 North Hamilton Street, No. 200  High Point, North Carolina		27260
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (336) 884-7700

________________________________________________________

(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))

 

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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

On November 30, 2016 the Compensation and Benefits Committee (the “Committee”) of the Board of Directors Stanley Furniture Company, Inc. (the “Company”) approved a 25% reduction in the base salary of Glenn Prillaman, President and Chief Executive Officer of the Company (reducing base salary from $255,000 to $191,250) and for Anita W. Wimmer, Vice President-Finance/Corporate Controller (Principal Financial Officer) (reducing base salary from $150,000 to $112,500), in each case effective January 1, 2017.  The base salaries of certain other salaried employees have also been reduced effective January 1, 2017.

In addition, the Board of Directors approved a 25% reduction in annual cash compensation paid to non-employee directors effective January 1, 2017 (reduced from $30,000 to $22,500 for non-employee directors other than the Chairman and from $35,000 to $26,250 in the case of the Chairman).  

In connection with these compensation reductions, the Compensation Committee and Board approved quarterly make-whole cash payments for 2017 in an amount equal to one-fourth of such salary and compensation reductions payable on a quarterly basis in the event the Company breaks even or has net income for a quarter after giving effect to the make-whole cash payments. In the event any such quarterly make-whole cash payments are not paid because the Company does not meet the required financial performance for a quarter, such quarterly make-whole payments will be made in connection with payment of quarterly make-whole payments for a subsequent quarter if the Company breaks even or has net income for 2017 through the end of such subsequent quarter after giving effect to the make-whole cash payments.  

The Compensation Committee also approved a 2017 cash bonus for salaried employees of up to 5% of each salaried employee’s 2016 base salary in the event the Company has net income for 2017, with the aggregate amount of such bonuses payable equal to 50% of the Company’s net income for 2017 after giving effect to the make-whole cash payments.  

The Company and Mr. Prillaman have executed an amendment (the “Amendment”), effective November 30, 2016, to the Employment Agreement, dated July 22, 2016, between the Company and Mr. Prillaman providing for the reduced base salary for 2017 and providing for any quarterly make-whole cash payments that Mr. Prillaman receives or is entitled to receive with respect to 2017 are treated as part of his salary for purposes of Section 17(b) of such Employment Agreement and as annual base salary for purposes of the Change in Control Agreement, originally dated December 11, 2009, between the Company and Mr. Prillaman and amended and restated effective December 11, 2015.  The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1 hereto and incorporated herein by reference.

The Company and Anita W. Wimmer have executed an amendment (the “CICP Amendment”), effective November 30, 2016, to the Change in Control Protection Agreement, effective as of December 11, 2015, between the Company and Ms. Wimmer providing for any quarterly make-whole cash payments that Ms. Wimmer receives or is entitled to receive with respect to 2017 are treated as part of her annual base salary for purposes of such Change in Control Protection Agreement. The foregoing description of the CICP Amendment is qualified in its entirety by reference to the CICP Amendment, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.

 

 

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Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

 

10.1      Amendment effective as of November 30, 2016 to Employment Agreement between the Company and Glenn Prillaman dated July 22, 2016.

 

10.2      Amendment effective as of November 30, 2016 to Change in Control Protection Agreement between the Company and Anita Wimmer effective as of December 11, 2015.

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SIGNATURES

 

            Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

		STANLEY FURNITURE COMPANY, INC.
Date: December 2, 2016		By:  /s/Anita W. Wimmer
		Anita W. Wimmer
		Vice President of Finance
		(Principal Financial and Accounting Officer)

   

 

 

 

 

 

Exhibit 10.1

AMENDMENT TO

EMPLOYMENT AGREEMENT

THIS AMENDMENT (the “Amendment”) to the EMPLOYMENT AGREEMENT between GLENN PRILLAMAN (“Employee”) and STANLEY FURNITURE COMPANY, INC., a Delaware corporation (the “Company”), dated July 22, 2016 (the “Employment Agreement”), shall be effective November 30, 2016.

WHEREAS, the Employee and the Company have the power to amend the Employment Agreement and now wish to do so;

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, the parties agree as follows:

1.         Section 3(a) of the Employment Agreement is hereby amended in its entirety as follows:

Salary. During the Employee’s employment hereunder, the Company shall pay the Employee for all services rendered by the Employee a base salary at an annual rate of at least $255,000, with upward adjustments as the Board of Directors of the Company shall deem appropriate (the “Salary”); provided, however, that the Employee’s Salary for calendar year 2017 shall be $191,250. The Salary shall be payable to the Employee in accordance with the Company’s usual paying practices, but not less frequently than monthly. For avoidance of doubt, any quarterly “make-whole” payment which Employee has received or is entitled to receive for calendar year 2017 pursuant to resolutions adopted by the Company’s Compensation and Benefits Committee as of the date hereof shall be treated as part of Employee’s (i) Salary for calendar year 2017 for purposes of Section 17(b) of this Agreement and (ii) “annual base salary” for calendar year 2017 for purposes of determining his “Base Salary Amount” as defined in his Change in Control Agreement.

2.         In all other respects, the Employment Agreement is hereby ratified and confirmed.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Employee and the Company have executed this Amendment as of the day and year above written.

COMPANY:

 

STANLEY FURNITURE COMPANY, INC.

By:

/s/T. Scott McIhenny, Jr.______

T. Scott McIlhenny, Jr., Chairman,

Compensation and Benefits Committee

EMPLOYEE:

/s/Glenn Prillaman__________________

Glenn Prillaman

   

Exhibit 10.2

AMENDMENT TO

CHANGE IN CONTROL PROTECTION AGREEMENT

THIS AMENDMENT (the “Amendment”) to the CHANGE IN CONTOL PROTECTION AGREEMENT between ANITA WIMMER (“Executive”) and STANLEY FURNITURE COMPANY, INC., a Delaware corporation (the “Company”), effective as of December 11, 2015 (the “Change in Control Protection Agreement”), shall be effective November 30, 2016.

WHEREAS, the Executive and the Company have the power to amend the Change in Control Protection Agreement and now wish to do so;

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, the parties agree as follows:

 

1.         Section 1 of the Change in Control Protection Agreement is hereby amended to add the following at the end of the definition of “Base Salary Amount”:

For avoidance of doubt, any quarterly “make-whole” payment which Executive has received or is entitled to receive for calendar year 2017 pursuant to resolutions adopted by the Company’s Compensation and Benefits Committee as of the date hereof shall be treated as part of Executive’s “annual base salary” for calendar year 2017 for purposes of determining her “Base Salary Amount”.

2.         In all other respects, the Change in Control Protection Agreement is hereby ratified and confirmed.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Employee and the Company have executed this Amendment as of the day and year above written.

 

 

 

Stanley Furniture Company, Inc.
By: /s/Glenn Prillaman
	Glenn Prillaman, Chief Executive Officer
	Anita Wimmer
	/s/Anita W. Wimmer
	Executive's Signature

 

   

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