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: February 3, 2006
(Date of earliest event reported: January 30, 2006)
HAVERTY FURNITURE COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Maryland 1-14445 58-0281900
(State or other (Commission (I.R.S.
jurisdiction of File Number) Employer
incorporation or Identification
organization) No.)
780 Johnson Ferry Road,
Suite 800,
Atlanta, Georgia 30342
(Address of principal executive officers) ( Zip Code)
Telephone number, including area code: (404) 443-2900
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 (see General
Instruction A.2. below):
[ ] 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 (17CFR240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17CFR240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17CFR240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
--------------------------------------------
On January 30, 2006, the Executive Compensation and
Employee Benefits Committee (the "Compensation Committee") of the
Board of Directors of Haverty Furniture Companies, Inc. (the
"Company" or "Havertys") set 2006 annual base salaries, effective
January 1, 2006, for all executive officers. Such annual base
salaries are the same for each of the Company's six highest paid
executive officers (together, the "named executive officers") as
in 2005, other than for Messrs. Haverty and Burdette, whose
annual base salaries were both increased from $210,000 to
$215,000.
On January 30, 2006 the Compensation Committee also approved
cash bonuses for the named executive officers. The cash bonuses
which will be paid in early February 2006 for such officers'
service during 2005 are as follows:
2005
Named Bonus
Executive Officer Position Award
------------------ --------------------------------- --------
Clarence H. Ridley Chairman $80,000
Clarence H. Smith President
and Chief Executive Officer $80,000
Dennis L. Fink Executive Vice President and
Chief Financial Officer $80,000
M. Tony Wilkerson Executive Vice President,
Merchandising $80,000
Rawson Haverty, Jr. Senior Vice President,
Real Estate and Development $80,000
Steven G. Burdette Senior Vice President, Operations $80,000
The 2005 bonus amounts for the named executive officers are
38.9% lower in total than the amounts awarded for 2004 with
individual amounts ranging from 27.3% to 50.0% lower.
On January 30, 2006, the Compensation Committee also
approved a management incentive plan (the "Plan") to determine
2006 cash bonuses for the Company's executive officers. Those
individuals who are deemed "officers" of Havertys for purposes of
Section 16 of the Securities Exchange Act of 1934, as amended
("Executive Officers") are eligible to participate in the Plan
for 2006. The Plan provides for bonuses based on a combination of
Havertys achieving a threshold amount of earnings per share (the
"EPS criterion") and the participant meeting additional
performance criteria established by the Compensation Committee
for such individual. The EPS criterion is a part of each
participant's bonus calculation. Performance goals in addition
to the EPS criterion include increases in comparable store sales,
improvements in gross profit margins and reductions of selling,
general and administrative margins. Performance goals and their
respective weighting in determining bonuses vary by participant.
The Plan provides for the participant target bonuses to
range from 40% to 65% of 2006 salary. The amount of bonuses to
be paid to each participant will range from 0% to 120% of the
target bonus based upon the extent to which the performance
objectives under each of four established criteria or goals are
met. The minimum level of performance is set at 80% of each goal
and if the minimum level is not met, no cash bonus relative to
that goal will be paid.
The Committee approved the following relative to the Plan
and the Company's named executive officers: the weighting of
the EPS criterion is 85% in determining bonuses for Messrs.
Ridley and Smith, 75% for Mr. Fink, 65% for Mr. Burdette and 60%
for Messrs. Wilkerson and Haverty.
The potential 2006 cash bonus amounts payable to each of the
named executive officers assuming 100% of the target award
opportunity for each participant's performance criteria are
achieved are as follows:
2006
Named Target
Executive Officer Position Bonus Award
------------------- ------------------------------- ---------
Clarence H. Ridley Chairman $220,000
Clarence H. Smith President
and Chief Executive Officer $240,000
Dennis L. Fink Executive Vice President
and Chief Financial Officer $200,000
M. Tony Wilkerson Executive Vice President,
Merchandising $160,000
Rawson Haverty, Jr. Senior Vice President,
Real Estate and Development $140,000
Steven G. Burdette Senior Vice President, Operations $140,000
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.
HAVERTY FURNITURE COMPANIES, INC.
February 3, 2006 By: /s/ Jenny H. Parker
--------------------------------
Jenny H. Parker
Vice President, Secretary
and Treasurer