SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 28, 2006
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Tasty Baking Company
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(Exact Name of Registrant as Specified in Charter)
Pennsylvania 1-5084 23-1145880
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(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
2801 Hunting Park Avenue, Philadelphia, Pennsylvania 19129
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (215) 221-8500
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Not applicable
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(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:
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
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On February 28, 2006, the following compensation actions were taken by the
Compensation Committee ("Committee") of the Board of Directors of Tasty Baking
Company (the "Company"), all of which were also approved by the Board of
Directors of the Company:
Base Salaries. The Committee approved an increase in base salary of the
following executive officers ("Executive Officers") of the Company:
Name Title New Base Salary
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Charles P. Pizzi President and CEO $469,000
Autumn R. Bayles Chief Information Officer $185,000
Robert V. Brown VP - Route Sales $160,000
David S. Marberger SVP and Chief Financial Officer $261,000
Vincent A. Melchiorre SVP and Chief Marketing Officer $261,000
Christopher J. Rahey VP - Direct Sales $160,000
These base salaries will become effective on April 1, 2006.
Annual Incentive Program Awards for the 2005 Fiscal Year. After reviewing the
Company's performance in 2005, the Committee approved a cash bonus award for Mr.
Pizzi of $128,766 pursuant to the Company's Annual Incentive Program. The
Committee also approved cash bonus awards of $175,000 in the aggregate for the
other Executive Officers named above. The Annual Incentive Program provides for
the payment of cash bonuses based on various performance measures to be
considered by the Committee, including without limitation, the Company's diluted
earnings per share and the individual's and the Company's performance in
executing the Company's Strategic Transformation Plan.
2006 Annual Incentive Program. The Committee approved the target grants for the
Executive Officers for 2006 cash bonus awards pursuant to the Company's Annual
Incentive Program. The potential payout for 2006 ranges from 0% to 250% of the
target award. The Committee does not rely on a fixed formulae or specific
numerical criteria in determining the cash bonus awarded to an Executive Officer
under the Annual Incentive Program. Committee has the right to adjust any award
to take into account extraordinary or unusual items occurring during the
performance year including the individual's performance. The Committee also set
the performance criteria it will generally consider in 2006 for an Executive
Officer, which includes the Company's diluted earnings per share in addition to
other considerations such as the individual's and the Company's performance in
executing the Strategic Transformation Plan; provided, however, the final award
is subject to the discretion of the Committee as described above.
Long Term Incentive Awards. Mr. Pizzi was awarded 40,000 shares of restricted
Common Stock under the Company's 2003 Long Term Incentive Plan ("2003 LTIP").
The Committee also awarded 60,000 shares of restricted Common Stock in the
aggregate to all of the other Executive Officers named above, which awards were
made under the Company's 1997 Long Term Incentive Plan and the 2003 LTIP. The
restricted stock awards were awarded effective March 1, 2006 ("Grant Date"). The
restricted stock will become fully vested (i.e., not subject to forfeiture) upon
the fifth anniversary of the Grant Date if the Grantee remains in the continuous
employment of the Company through this fifth anniversary, subject to earlier
vesting upon the Grantee's retirement or death.
Amended and Restated Restricted Stock Award Agreements. In October 2004, Mr.
Pizzi and the other above named Executive Officers ("Grantees") received
restricted stock awards as disclosed in the Company's 2005 Proxy Statement. The
Restricted Stock Agreement with these Grantees that memorialized the awards did
not conform to the intent of the Committee and the Board of Directors.
Accordingly, on February 28, 2006 the Committee authorized the Company to enter
into Amended and Restated Restricted Stock Award Agreements with the Grantees.
The number of shares of restricted Common Stock awarded in October 2004 did not
change. However, the Amended and Restated Restricted Stock Award Agreements
provide, as originally intended, that the restricted stock will vest upon the
fifth anniversary of the grant date, subject to accelerated vesting upon the
later of (i) the price of the Company's common stock equaling or exceeding
fourteen dollars ($14.00) per share on ten consecutive trading days or (ii) the
third anniversary of the grant date, provided the Grantee must in all cases
remain in the continuous employment of the Company through the applicable
vesting date.
Additional information regarding the compensation of the Company's executive
officers will be provided in the Company's Proxy Statement for the 2006 Annual
Meeting of Shareholders, which the Company expects to file with the SEC in March
2006.
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.
TASTY BAKING COMPANY
(Registrant)
Date: March 6, 2006 /S/ David S. Marberger
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David S. Marberger
Senior Vice President and Chief Financial
Officer