On March 21, 2017, the Management Development and Compensation Committee (the Committee) of the Board of Directors of Select Comfort Corporation (the Company) approved the issuance of performance-based restricted stock unit awards (the Awards) to the Companys senior management team under the Companys Amended and Restated 2010 Omnibus Incentive Plan.
The Committee granted these awards to support the teams focus on achievement of the stated EPS goal of $2.75 in 2019 (see below for further description of the performance goals and award design). In addition, these awards strengthen executive alignment with shareholders and provide for increased retention value for the team. These special awards serve as an appropriate complement to our standard compensation programs that focus the team o n achievement of critical annual and long-term performance objectives, and provides opportunity for a special reward for achievement of the 36% compound annual growth that would be required to grow from 2016 EPS of $1.10 to 2019 EPS of $2.75.
The performance-based restriction on the Awards will lapse on March 21, 2020, the third anniversary of the grant date, if the Companys diluted net income per share for its fiscal year ended December 28, 2019 is at least $2.75 (the EPS Target), in which case 50% of the units subject to the Awards would vest and be issued following March 21, 2020. And, if the EPS Target was achieved, the remaining 50% of the units subject to the Awards would vest and be issued following March 21, 2021, the fourth anniversary of the grant date. The vesting of the Awards will be conditioned upon the recipients continued employment or service to the Company through the applicable vesting dates, subject to certain exceptions. Vested award units will be settled in shares of the Companys common stock on a one-for-one basis. The Committee will determine whether the EPS Target was achieved based on the audited financial statements of the Company for the fiscal year ended December 28, 2019. The total number of units subject to each Award would be reduced if the Companys stock price, taking into account reinvested dividends, does not increase during the period beginning on the date of grant and ending on December 28, 2019. The specific terms of the Awards will be set forth in separate award agreements with each recipient.
The number of units subject to the Awards, which may be adjusted as described above and as otherwise set forth in the award agreements, and the market value of those shares (calculated based upon the closing market price of the Companys common stock on March 21, 2017) granted to the Companys chief executive officer, chief financial officer and other named executive officers are as follows:
Name and Principal Position
Number of Units Subject to Award
Market Value of Units Subject to Award
Shelly R. Ibach
President and Chief Executive Officer
David R. Callen
Senior Vice President and Chief Financial Officer
Andrew P. Carlin
Executive Vice President, Chief Sales and Services Officer
Senior Vice President and Chief Operations, Supply Chain, and Lean Officer
Andrea L. Bloomquist
Senior Vice President and Chief Product Officer
The foregoing summary of the terms of the Awards does not purport to be complete and is qualified in its entirety by the terms of the form of award agreement, which the Company will file as an exhibit to its Form 10-Q for the fiscal quarter ended April 1, 2017.
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.
SELECT COMFORT CORPORATION
Dated: March 24, 2017
/s/ Mark A. Kimball
Name: Mark A. Kimball
Title: Senior Vice President, Chief Legal and
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