Item 5.02.
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Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain
Officers.
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(e) Adoption of
Compensatory Arrangements of Certain
Officers.
On
June 1, 2009, the Compensation Committee of the Board of Directors of
Collectors Universe, Inc. (the “Company”), approved a management incentive
compensation program for the fiscal year ending June 30, 2010 (the “2010
Stock Incentive Program”), for its three executive officers, Michael J.
McConnell, its CEO, David G. Hall, its President, and Joseph J. Wallace,
its CFO (the “Participants”). Pursuant to the 2010 Stock Incentive
Program, each of the Participants will be granted shares of restricted stock
pursuant to the Company’s stockholder-approved 2006 Omnibus Equity
Plan. The 2010 Stock Incentive Program has been adopted in place of a
cash-based management incentive compensation plan of the type adopted by the
Compensation Committee in previous years.
Set forth
below is a summary of the material terms of the 2010 Stock Incentive
Program.
(1) Purposes of the
Program. The primary purposes of the Program are (i) to
establish incentives that will focus management on achieving a turn-around in
the Company’s financial performance in fiscal 2010, as well as providing
incentives for them to remain in the Company’s employ thereafter, (ii) to
reduce the maximum compensation that the Participants can earn in fiscal 2010,
as compared to fiscal years 2009 and 2008, and (iii) to reduce cash
outflows by paying such incentive compensation in stock, rather than
cash.
(2) Timing of Restricted Stock
Grants. The grants of restricted stock will be made only after
completion or termination of the Company’s modified dutch auction tender offer,
which commenced today, and pursuant to which the Company is offering to
purchase, for cash, up to 1,750,000 shares of its outstanding common
stock.
(3) Shares to be Granted under 2010
Stock Incentive Program. Shares of the Company’s common stock,
with an aggregate market value of $1,160,000, will be granted under the Program
to the three Participants, as follows:
Executive
Officers
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Value
of
Restricted
Shares
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Michael
J.
McConnell
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$ |
464,000 |
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David
G.
Hall
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$ |
464,000 |
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Joseph
J.
Wallace
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$ |
232,000 |
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Total
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$ |
1,160,000 |
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The
aggregate number of restricted shares that will be granted under the 2010 Stock
Incentive Program to each Participant will be determined by dividing the amount
set forth opposite his name in the above table by the average of the closing
prices of the Company’s shares, as reported by NASDAQ, during the earlier to
commence of the following periods: (i) forty (40) trading days preceding
the date of grant or (ii) ten (10) trading days preceding the commencement
of the dutch auction tender offer referenced above.
(3) Vesting. Vesting
of 75% of the restricted shares will be contingent on the Company’s achievement
of a financial performance goal, measured on the basis of its operating income,
for fiscal 2010 (the “Performance-Contingent Shares”). If the Company
achieves the financial performance goal established under the Program, then
(i) one-third of the Performance-Contingent Shares will vest at that time,
provided that
the Participant is still in the service of the Company at the end of fiscal
2010, (ii) another one-third of the Performance-Contingent Shares will vest
one (1) year thereafter, provided the
Participant is still in the service of the Company at that time, and
(iii) the final one-third of the Performance-Contingent Shares will vest
two (2) years thereafter, provided the
Participant is still in the service of the Company at that time. If
the financial performance goal is not satisfied, however, then none of the
Performance-Contingent Shares will vest and all of them will be
cancelled. Vesting of the other 25% of the shares will be contingent
on the continued service of the Participant for one (1) year following the date
of grant, except for 25% of the shares to be granted to the CFO, the vesting of
which will not be contingent.
The
foregoing summary does not contain all of the terms of the 2010 Stock Incentive
Program. A more detailed description of the Program will be filed as
an Exhibit to the Company’s Annual Report on Form 10-K for the fiscal year
ending June 30, 2009 and the foregoing summary is qualified by reference
thereto.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this Current Report to be signed on its behalf by the undersigned
hereunto duly authorized.
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COLLECTORS
UNIVERSE, INC.
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Dated:
June 2, 2009
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By:
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/s/
JOSEPH J. WALLACE
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Joseph
J. Wallace, Chief Financial
Officer
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