8-K/ALeadership Changes

LOWES COMPANIES INC 8-K/A Report, Executive Changes (May 4, 2012)

Filed May 4, 2012For Securities:LOW

Summary

This 8-K filing amendment from Lowe's Companies Inc. (LOW) details significant changes to the compensation packages of two key executives, CCO Mr. Damron and COO Mr. Bridgeford, effective May 5, 2012. The adjustments include increases in their annual base salaries, annual incentive award targets and maximums, and target values for annual equity incentive awards. These changes are attributed to their increased duties and responsibilities. Specifically, base salaries will rise to $750,000. The target annual incentive award will increase from 90% to 100% of base salary, and the maximum will rise from 180% to 200% of base salary. Furthermore, the target value for annual equity incentive awards will increase from 300% to 400% of base salary, effective for awards granted as of March 1, 2013. These adjustments signal the company's recognition of expanded executive roles and potentially its outlook on performance expectations.

Key Highlights

  • 1Effective May 5, 2012, the annual base salaries for CCO Mr. Damron and COO Mr. Bridgeford will increase to $750,000.
  • 2The target annual incentive award for both executives has been raised from 90% to 100% of their base salaries.
  • 3The maximum annual incentive award for both executives has been increased from 180% to 200% of their base salaries.
  • 4The target values for annual equity incentive awards have been increased from 300% to 400% of base salaries.
  • 5The increase in equity incentive award target values is effective for awards to be made as of March 1, 2013.
  • 6These compensation adjustments are stated to reflect the increased duties and responsibilities of Mr. Damron and Mr. Bridgeford.
  • 7The actual value of equity awards will depend on performance vesting goals and continued employment.

Frequently Asked Questions

The salaries are being increased to $750,000 to reflect their increased duties and responsibilities as the Company's Chief Customer Officer (CCO) and Chief Operating Officer (COO), respectively.

The new base salaries and annual incentive award opportunities become effective on May 5, 2012. The increased target values for annual equity incentive awards will be effective for awards made on or after March 1, 2013.

Annual incentive awards are based on the Company’s achievement of short-term operational and strategic performance goals. For the first quarter, awards will be based on current salaries, and for the remainder of the fiscal year, they will use the new increased salaries and award opportunities.

The actual value of the equity incentive awards will be determined by the degree of achievement of performance vesting goals or satisfaction of vesting requirements based on continued employment with Lowe's, as well as the market value of the Company's common stock at the time the awards vest.