SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 15, 2007
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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 File Number) Identification No.)
Organization)
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 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On February 15, 2007, the following actions of the Compensation Committee
(the "Committee") of the Board of Directors of Tasty Baking Company (the
"Company") were reviewed and ratified by the Board of Directors of the Company:
Base Salaries. An increase in base salary of the following named executive
officers of the Company was approved:
Name Title New Base Salary
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David S. Marberger Executive Vice President and $ 294,800
Chief Financial Officer
Autumn R. Bayles Senior Vice President $ 202,000
Strategic Operations and Technology
Christopher J. Rahey Vice President-Direct Sales $ 170,400
These new base salaries will become effective on April 1, 2007.
Annual Incentive Plan ("AIP") - The Committee approved the target awards for the
2007 AIP grants to eligible employees, including the named executive officers.
Target AIP awards are determined by multiplying the executive's base salary by a
percentage based on the executive's level of responsibility. These target awards
range from 20% to 60% of base salary for the named executive officers. The
potential payout for 2007 ranges from 0% to 250% of the target award. The
Committee also approved certain performance criteria that it will generally
consider in 2007 for the named executive officers, which includes operating
income before depreciation and amortization and other individual objectives tied
to department performance. While the Company sets target awards, payout ranges
and performance criteria at the beginning of a performance year, the Committee
has the discretion under the AIP to adjust any award to take into account any
factors it deems relevant, including extraordinary or unusual items occurring
during the performance year. In this regard, the Committee retains the
flexibility in determining the final award to consider other performance
criteria, such as the individual's and the Company's performance in meeting
certain strategic goals.
Long Term Incentive Awards. In July 2006, the Company instituted a three-year
restricted stock award program (fiscal year 2006 - fiscal year 2008). Under the
program, executive officers and certain other employees are eligible for an
annual award of restricted stock based on the Company's achievement of certain
financial and operational performance measures which will be set every year.
Fifty-thousand shares were allotted under the program for awards for performance
in 2006. The 2006 performance measures related to the Company's operational
strategy. The Committee determined that the 2006 performance measures were
achieved and certain named executive officers were awarded shares of restricted
Common Stock under the Company's 2006 Long Term Incentive Plan (the "2006 LTIP")
as reflected in the table below. These restricted stock awards will be awarded
effective March 5, 2007 (the "Grant Date"). The restricted stock will vest on
the third anniversary of the Grant Date provided Grantee is employed by the
Company on such anniversary date.
Number of Shares
Name Title of Restricted Stock
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Charles P. Pizzi President and Chief Executive Officer 14,400
David S. Marberger Executive Vice President and 9,600
Chief Financial Officer
Autumn R. Bayles Senior Vice President 8,000
Strategic Operations and Technology
Although the Committee retains flexibility in determining equity awards to the
named executive officers, the Committee approved certain 2007 performance
measures that it will generally consider in determining future awards under the
restricted stock award program. In addition to individual performance, the
performance measures for 2007 are net sales and completion of various milestones
relating to the Company's operational strategy. One-hundred thousand shares were
allotted under the program for performance in 2007 for eligible employees;
however, no determination was made regarding target awards, range of awards or
other allocation of shares for named executive officers or other eligible
employees.
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
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(Registrant)
Date: February 21, 2007 /S/ David S. Marberger
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David S. Marberger
Executive Vice President and Chief
Financial Officer