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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 14, 2008
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CIRCUIT CITY STORES, INC.
(Exact name of registrant as specified in its charter)
Virginia 1-5767 54-0493875
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
9950 Mayland Drive
Richmond, Virginia 23233
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (804) 486-4000
Not Applicable
(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:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 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.
On August 14, 2008, Circuit City Stores, Inc. (the "Company") appointed
James A. Marcum, who has served as a director of the Company since June 2008, as
Vice Chairman of the Company, effective as of August 18, 2008. In this executive
officer position, Mr. Marcum will play a key role in leading the efforts to
accelerate the pace of the Company's turnaround. He will continue to serve as a
director of the Company.
The terms of Mr. Marcum's employment are set forth in an offer letter from
the Company to Mr. Marcum dated August 8, 2008 (the "Offer Letter") and an
employment agreement between the Company and Mr. Marcum, effective as of August
18, 2008 (the "Employment Agreement"). The following is a summary of Mr.
Marcum's compensation, as provided in the Offer Letter and Employment Agreement:
o Initial base salary of $750,000 per year.
o Eligibility to participate in a short-term incentive program under
which he will receive a restricted stock grant for up to 100,000 shares
of the Company's common stock in March 2009 following the achievement
of certain milestones set by the Compensation and Personnel Committee
of the Company's Board of Directors.
o Eligibility to receive a non-qualified stock option grant of 600,000
shares of the Company's common stock, which will vest with respect to
200,000 shares on each of August 1, 2009, August 1, 2010 and August 1,
2011.
o A one-time "sign-on" bonus of up to $250,000 to assist Mr. Marcum with
travel and temporary living expenses.
Mr. Marcum will also receive the other benefits that the Company provides
to its executive officers, including a car allowance, participation in the
Officer Evaluation Program, a financial planning allowance and eligibility to
participate in the Company's comprehensive benefit program in accordance with
the Company's policies. He will be eligible to participate in the Company's
short-term and long-term incentive programs for the 2010 fiscal year.
The Employment Agreement is the form of agreement that the Company has with
each of its other executive officers, the terms of which are disclosed in the
Company's proxy statement for the 2008 annual meeting of shareholders, as filed
with the Securities and Exchange Commission on May 29, 2008 (the "2008 Proxy
Statement"). Similar to that agreement, the Employment Agreement contains
provisions confirming Mr. Marcum's obligation to maintain confidentiality of the
Company's information and not to compete with the Company for a period of one
year following the termination of his employment. In addition, the Employment
Agreement addresses the procedure and severance benefits for various termination
scenarios.
Copies of the Offer Letter and the Employment Agreement are attached as
Exhibits 10.1 and 10.2 to this Report and are incorporated herein by reference.
Mr. Marcum's biographical information is included in the 2008 Proxy
Statement under the heading "Election of Directors," which information is
incorporated herein by reference. Mr. Marcum became a full-time employee of the
Company as of August 18, 2008.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Offer letter from the Company to James A. Marcum
dated August 8, 2008
10.2 Employment Agreement by and between the Company
and James A. Marcum, effective as of August 18,
2008
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
CIRCUIT CITY STORES, INC.
(Registrant)
Date: August 18, 2008 By: /s/ Reginald D. Hedgebeth
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Reginald D. Hedgebeth
Senior Vice President,
General Counsel and Secretary
EXHIBIT INDEX
Exhibit No. Description
10.1 Offer letter from the Company to James A. Marcum dated
August 8, 2008
10.2 Employment Agreement by and between the Company and James
A. Marcum, effective as of August 18, 2008