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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): May 30, 2007
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Conn's, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-50421 06-1672840
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
3295 College Street
Beaumont, Texas 77701
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (409) 832-1696
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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:
[ ] 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))
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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.
Effective June 1, 2007, we made certain changes to our executive management
and compensation for them.
We entered into amended and restated agreements with Thomas J. Frank, Sr.,
our Chairman of the Board and Chief Executive Officer and Mr. William C. Nylin,
Jr., our Executive Vice Chairman of the Board. The initial term of Mr. Thomas
Frank's employment agreement continues until January 31, 2011. Under the
employment agreement, Mr. Frank is to continue to serve as our Chairman of the
Board and our Chief Executive Officer for such time during the term of the
employment agreement as Mr. Frank and our board of directors may agree. Mr.
Frank will continue to serve as our Chairman of the Board for the remainder of
the term of his employment agreement. Mr. Frank's annual base salary will be
$360,000, and he will continue to be eligible for a bonus and benefits and
perquisites. In addition, after Mr. Frank's employment terminates, he and his
wife will be able to participate in our major health insurance plan by paying
the unsubsidized premium for such insurance. Mr. Frank's employment agreement is
attached as an Exhibit.
In connection with entering into the amended and restated employment
agreement, Mr. Nylin stepped down as our Chief Operating Officer but continues
as our Executive Vice Chairman of the Board. The initial term of Mr. Nylin's
employment agreement continues until January 31, 2010. Under his employment
agreement, Mr. Nylin is to serve as Executive Vice Chairman. Mr. Nylin's annual
base salary will be $180,000, and he will continue to be eligible for a bonus
and benefits and perquisites. Mr. Nylin's employment agreement is attached as an
Exhibit.
Timothy L. Frank, 39, our President, was promoted to be our President and
Chief Operating Officer.
Timothy L. Frank was previously elected President of our Company by our
board of directors on March 28, 2006, effective April 1, 2006. Tim Frank has
served as our Senior Vice President - Retail from May, 2005. He joined us in
September 1995 and has served in various roles throughout our Company, including
Director of Advertising, Director of Credit, Director of Legal Collections,
Director of Direct Marketing, and as Vice President of Special Projects. Prior
to joining our Company, Tim Frank served in various marketing positions with a
nationally known marketing consulting company. He holds a B.S. in Liberal Arts
from Texas A&M University and an M.B.A. in Marketing from the University of
North Texas, and has completed a post-graduate program at Harvard University.
Tim Frank is the son of Thomas J. Frank, Sr., our Chairman and Chief Executive
Officer.
In connection with the promotion, Tim Frank's annual base salary was
increased to $240,000, and he is eligible for a larger bonus as a result of the
new responsibilities. The other terms of Mr. Frank's employment are consistent
with those he had prior to the promotion and as described in our latest proxy
statement.
Additionally, David W. Trahan, one of our named executive officers, was
promoted to Executive Vice President of Retail, and his annual base salary was
increased to $240,000, and he is eligible for a larger bonus as a result of the
new responsibilities. The other terms of Mr. Trahan's employment are consistent
with those he had prior to the promotion and as described in our latest proxy
statement.
Further, with respect to our previously announced executive's bonus plan,
at our board of director meeting held May 30, 2007, our board of directors
clarified that in determining our executive's bonuses for fiscal year 2008,
bonuses will be determined by using our accounting policies in effect at January
31, 2007.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
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Exhibit
Number Exhibit Title
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10.1 Executive Employment Agreement with Thomas J. Frank, Sr.
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10.2 Executive Employment Agreement with William C. Nylin, Jr.
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SIGNATURE
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.
CONN'S, INC.
Date: June 5, 2007 By: /s/ David L. Rogers
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David L. Rogers
Chief Financial Officer