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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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 12, 2007
BIG 5 SPORTING GOODS CORPORATION
(Exact name of registrant as specified in charter)
| Delaware (State or Other Jurisdiction of Incorporation) |
000-49850 (Commission File Number) |
95-4388794 (IRS Employer Identification No.) |
||
| 2525 East El Segundo Boulevard, El Segundo, California (Address of principal executive offices) |
90245 (Zip Code) |
Registrant’s telephone number, including area code: (310) 536-0611
N/A
(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 (see General
Instruction A.2):
o Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (7 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. |
(e) On March 12, 2007, the Compensation Committee (the “Compensation Committee”) of the Board
of Directors of Big 5 Sporting Goods Corporation (the “Company”) approved new annual base salaries
(effective March 26, 2007) for the Company’s executive officers for fiscal 2007. The following
table sets forth new annual base salaries for fiscal 2007 for the Company’s Chief Executive
Officer, Chief Financial Officer, and each of the Company’s three other most highly compensated
executive officers during the fiscal year ended December 31, 2006 (salary information for the two
prior years is also included for comparison purposes):
| NAME AND POSITION | FISCAL YEAR | ANNUAL SALARY | ||||||
Steven G. Miller |
2007 | $ | 463,000 | |||||
Chairman of the Board, President and |
2006 | $ | 443,000 | |||||
Chief Executive Officer |
2005 | $ | 433,000 | |||||
Barry D. Emerson |
2007 | $ | 315,000 | |||||
Senior Vice President and Chief Financial |
2006 | $ | 300,000 | |||||
Officer |
2005 | $ | 275,000 | |||||
Thomas J. Schlauch |
2007 | $ | 263,000 | |||||
Senior Vice President, Buying |
2006 | $ | 251,000 | |||||
| 2005 | $ | 243,000 | ||||||
Richard A. Johnson |
2007 | $ | 237,000 | |||||
Executive Vice President |
2006 | $ | 225,000 | |||||
| 2005 | $ | 217,000 | ||||||
Gary S. Meade |
2007 | $ | 202,000 | |||||
Senior Vice President, General Counsel |
2006 | $ | 190,000 | |||||
and Secretary |
2005 | $ | 177,000 | |||||
Also, on March 12, 2007, the Compensation Committee authorized the payment of an annual cash
bonus to each of the foregoing executive officers in respect of the year ended December 31, 2006
(fiscal 2006), which amounts were as follows (bonuses previously paid for the prior two years are
also shown for comparison purposes):
| NAME | FISCAL YEAR | BONUS | ||||||
Steven G. Miller |
2006 | $ | 600,000 | |||||
| 2005 | $ | 415,000 | ||||||
| 2004 | $ | 615,000 | ||||||
Thomas J. Schlauch |
2006 | $ | 233,000 | |||||
| 2005 | $ | 200,000 | ||||||
| 2004 | $ | 217,000 | ||||||
Richard A. Johnson |
2006 | $ | 213,000 | |||||
| 2005 | $ | 180,000 | ||||||
| 2004 | $ | 197,000 | ||||||
Barry D. Emerson |
2006 | $ | 185,000 | |||||
| 2005 | $ | 100,000 | ||||||
Gary S. Meade |
2006 | $ | 120,000 | |||||
| 2005 | $ | 100,000 | ||||||
| 2004 | $ | 98,000 | ||||||
The foregoing is intended only to be a summary of existing arrangements and is not intended to
provide any additional rights to any officer.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
10.1
|
Base Salary and Bonus Information for Certain Executive Officers |
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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.
| BIG 5 SPORTING GOODS CORPORATION | ||||||
Date:
March 16, 2007 |
||||||
| /s/ Steven G. Miller | ||||||
| Steven G. Miller | ||||||
| President and Chief Executive Officer | ||||||
Exhibit 10.1
The following summarizes the current compensation information regarding certain of
the issuer’s executive officers. It is intended only to be a summary of existing arrangements and
is not intended to provide any additional rights to any officer.
On March 12, 2007, the Compensation Committee (the “Compensation Committee”) of the Board of
Directors of Big 5 Sporting Goods Corporation (the “Company”) approved new annual base salaries
(effective March 26, 2007) for the Company’s executive officers for fiscal 2007. The following
table sets forth new annual base salaries for fiscal 2007 for the Company’s Chief Executive
Officer, Chief Financial Officer, and each of the Company’s three other most highly compensated
executive officers during the fiscal year ended December 31, 2006 (salary information for the two
prior years is also included for comparison purposes):
| NAME AND POSITION | FISCAL YEAR | ANNUAL SALARY | ||||||
Steven G. Miller |
2007 | $ | 463,000 | |||||
Chairman of the Board, President and |
2006 | $ | 443,000 | |||||
Chief Executive Officer |
2005 | $ | 433,000 | |||||
Barry D. Emerson |
2007 | $ | 315,000 | |||||
Senior Vice President and Chief Financial |
2006 | $ | 300,000 | |||||
Officer |
2005 | $ | 275,000 | |||||
Thomas J. Schlauch |
2007 | $ | 263,000 | |||||
Senior Vice President, Buying |
2006 | $ | 251,000 | |||||
| 2005 | $ | 243,000 | ||||||
Richard A. Johnson |
2007 | $ | 237,000 | |||||
Executive Vice President |
2006 | $ | 225,000 | |||||
| 2005 | $ | 217,000 | ||||||
Gary S. Meade |
2007 | $ | 202,000 | |||||
Senior Vice President, General Counsel |
2006 | $ | 190,000 | |||||
and Secretary |
2005 | $ | 177,000 | |||||
Also, on March 12, 2007, the Compensation Committee authorized the payment of an annual cash
bonus to each of the foregoing executive officers in respect of the year ended December 31, 2006
(fiscal 2006), which amounts were as follows (bonuses previously paid for the prior two years are
also shown for comparison purposes):
| NAME | FISCAL YEAR | BONUS | ||||||
Steven G. Miller |
2006 | $ | 600,000 | |||||
| 2005 | $ | 415,000 | ||||||
| 2004 | $ | 615,000 | ||||||
Thomas J. Schlauch |
2006 | $ | 233,000 | |||||
| 2005 | $ | 200,000 | ||||||
| 2004 | $ | 217,000 | ||||||
Richard A. Johnson |
2006 | $ | 213,000 | |||||
| 2005 | $ | 180,000 | ||||||
| 2004 | $ | 197,000 | ||||||
Barry D. Emerson |
2006 | $ | 185,000 | |||||
| 2005 | $ | 100,000 | ||||||
Gary S. Meade |
2006 | $ | 120,000 | |||||
| 2005 | $ | 100,000 | ||||||
| 2004 | $ | 98,000 | ||||||