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 4, 2009
THE TIMBERLAND COMPANY
(Exact name of Registrant as Specified in 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) |
(603) 772-9500
(Registrant’s 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:
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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)) |
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
The following disclosure is made pursuant to paragraph (e) of Item 5.02:
On March 4, 2009, the Management Development and Compensation Committee of the Board of
Directors of The Timberland Company (the “Company”) approved the terms of the Company’s 2009
Executive Long Term Incentive Program (“2009 LTIP”) with respect to certain Company executives. On
March 5, 2009, the Board of Directors also approved the 2009 LTIP with respect to the Company’s
President and Chief Executive Officer, Jeffrey B. Swartz. The 2009 LTIP was established under the
Company’s 2007 Incentive Plan. The performance based awards under the 2009 LTIP are intended to
qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code.
Under the terms of the 2009 LTIP, awards will consist of performance stock units (“PSUs”),
equal in value to one share of the Company’s Class A Common Stock, which units, if earned, shall be
granted and shall vest immediately upon approval of the Board of Directors of the achievement of
the applicable performance metric. Also under the terms of the 2009 LTIP, performance vested stock
options (“PVSOs”) were granted on March 5, 2009, with an exercise price equal to the closing price
of the Company’s Class A Common Stock as quoted on the New York Stock Exchange on such date. The
PVSOs, if earned, shall vest in three equal annual installments following the end of the applicable
performance period.
The payout of the performance awards will be based on the Company’s achievement of certain
levels of earnings before interest, taxes, depreciation and amortization (“EBITDA”), with
threshold, budget, target and maximum award values based upon actual EBITDA of the Company during
the applicable performance periods equaling or exceeding such levels. Awards, if earned, are
expected to be settled, subject to the vesting schedules described above, in early 2010 and 2012.
The type of award and the number of awards that can be earned under the 2009 LTIP by the
following executives are as follows:
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Threshold Award |
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Budget Award |
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Target Award |
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Maximum Award |
Jeffrey B. Swartz |
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PSUs |
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0 |
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62,500 |
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125,000 |
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250,000 |
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PVSOs |
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0 |
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83,333 |
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166,667 |
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333,333 |
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Carden N. Welsh |
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PSUs |
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0 |
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18,750 |
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37,500 |
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75,000 |
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PVSOs |
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0 |
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25,000 |
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50,000 |
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100,000 |
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Michael J. Harrison |
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PSUs |
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0 |
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18,750 |
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37,500 |
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75,000 |
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PVSOs |
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0 |
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25,000 |
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50,000 |
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100,000 |
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John D. Crimmins, III |
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PSUs |
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0 |
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9,375 |
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18,750 |
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37,500 |
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PVSOs |
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0 |
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12,500 |
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25,000 |
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50,000 |
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Eugene R. McCarthy |
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PSUs |
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0 |
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9,375 |
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18,750 |
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37,500 |
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PVSOs |
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0 |
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12,500 |
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25,000 |
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50,000 |
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The actual value of the performance awards earned, if any, by such executives with respect to
the 2009 LTIP will be based upon the extent to which the performance conditions described above are
satisfied and on the future value of the Company’s stock.
A copy of the 2009 LTIP will be filed as an exhibit to the Company’s quarterly report on Form
10-Q for the fiscal quarter ending April 3, 2009.