Item
1.01 Entry into a Material Definitive Agreement.
On
December 8, 2005, Advance Auto Parts, Inc. (“the Company”), announced the hiring
of Michael O. Moore as its Executive Vice President and Chief Financial
Officer.
He will commence employment on December 15, 2005. Additionally, Mr. Moore
is
expected to be appointed as an executive officer of the Company and designated
as the Company’s principal financial officer by the Company’s board of directors
at its December 16, 2005 meeting.
The
Company’s Compensation Committee approved the terms of Mr. Moore’s employment
arrangement. Under the terms of his employment arrangement, Mr. Moore
is
entitled to receive an annual salary of $375,000. Mr. Moore will also
receive a
one-time bonus of $266,000 payable at the end of the first quarter of
2006 and
is eligible to participate in the Company’s annual incentive bonus plan for
fiscal year 2006 with a bonus potential of 60% of base
salary (assuming all financial targets as specified in the bonus plan are
met) not to exceed approximately 66% of base salary if financial targets
are exceeded, subject to further change by the Compensation Committee.
Mr. Moore
is eligible to participate in the Company’s other compensation and benefit
programs that are available to the Company’s senior executive management team.
On December 19, 2005, Mr. Moore will receive options to purchase 45,000
shares
of the Company’s common stock at a price equal to the closing price of the
common stock on the date of grant. The options will vest in three equal
annual
installments beginning one year from the date of grant.
Additional
terms of Mr. Moore’s employment arrangements are set forth in Exhibit 10.41 of
this current report on Form 8-K.
Item
5.02
Departure of Directors or Principal Officers; Election of Directors;
Appointment
of Principal Officers.
On
December 8, 2005, the Company announced the hiring of Michael O. Moore
as its
Executive Vice President and Chief Financial Officer. He
will
commence employment on December 15, 2005. Additionally,
Mr.
Moore
is expected to be designated as the Company’s principal financial
officer by the Company’s board of directors at its December 16, 2005
meeting.
Mr.
Moore, 55, comes to the Company from The Cato Corporation, a specialty
retailer
of women’s apparel and accessories, where he has served as Executive Vice
President, Chief Financial Officer, and Secretary since August 1998 and
as a
director since 2002. Previously, Mr. Moore served as Vice President,
Chief
Financial Officer for Party Experience from 1997 to 1998, Executive Vice
President, Chief Financial Officer of David’s Bridal from 1994 to 1997, and was
employed by Bloomingdales from 1984 to 1994, serving as Senior Vice President,
Chief Financial Officer from 1990 to 1994.
See
Item
1.01 above for a description of the terms of Mr. Moore’s employment arrangement.
There are no arrangements or understandings between Mr. Moore and any
other
person(s) pursuant to which he was selected as an officer. In addition,
there
are no family relationships between Mr. Moore and any director or any
other
executive officer of the Company.
Item
7.01. Regulation FD Disclosure.
On
December 8, 2005, the Company issued a press release announcing the hiring
of
Michael O. Moore as Executive Vice President and Chief Financial Officer.
The
press release is attached as Exhibit 99.1 and incorporated by reference
herein.
Note: The
information contained in Item 7.01 of this Current Report on Form 8-K
(including
Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject
to the
liabilities of that section.
Item
9.01 Financial Statements and Exhibits.
Exhibit
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Number
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10.41
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Summary
of Compensation Arrangements for Mr. Moore.
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99.1
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Press
release, dated December 8, 2005, issued by Advance Auto Parts,
Inc.
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