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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
Date of Report (date of earliest event reported): APRIL 30, 2007
MOVADO GROUP, INC.
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(Exact name of registrant as specified in charter)
NEW YORK
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(State or other jurisdiction of incorporation)
1-16497 13-2595932
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(Commission File Number) (IRS Employer Identification Number)
650 FROM ROAD
PARAMUS, NEW JERSEY 07652
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 267-8000
NOT APPLICABLE
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(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. below):
|_| 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.
(e) On April 30, 2007, the Compensation Committee (the
"COMMITTEE") of Movado Group, Inc. (the "COMPANY") approved additional awards
under the Movado Group, Inc. Executive Long-Term Incentive Plan (the "LTIP"),
which was adopted initially on May 31, 2006 pursuant to Section 9 of the Movado
Group, Inc. 1996 Stock Incentive Plan (as amended and restated, the "PLAN").
The awards relate to the three-year Award Period (as defined below) ending on
January 31, 2010. The Committee may make additional awards under the LTIP with
respect to future Award Periods.
The LTIP provides for the award of "Performance Share Units" (as
defined in the Plan) during the three fiscal years beginning with the fiscal
year during which the award is granted (the "AWARD PERIOD"). Performance Share
Units are equivalent, one for one, to shares of "Stock" (as defined in the
Plan) that vest based on the Company's achievement of its "operating margin"
(as defined in the LTIP) for the last fiscal year of the Award Period (the
"PERFORMANCE GOAL") and continued service by the employee. Each participant's
target award is expressed as a number of Performance Share Units. The actual
number of shares of Stock earned by a participant will be based on the
Company's actual performance at the end of the Award Period relative to the
Performance Goal and can range from 0% to 150% of the target award.
Depending on the extent to which the Performance Goal is
achieved, up to 50% of the shares of Stock equal to the target Award will be
distributed within 75 days after the completion of the Award Period and the
remainder of the earned shares will be distributed on the second anniversary of
the completion of the Award Period. Participants must be employed at the
completion of the Award Period to receive the shares. The amount deferred to
the second anniversary is subject to forfeiture only in the event of the
participant's voluntary resignation or termination of the participant's
employment for "Cause" (as defined in the LTIP). A pro-rata payout will be made
for "retirement" (as defined in the LTIP), permanent disability (as determined
by the Committee) or death occurring during the Award Period based on actual
performance at the end of the Award Period.
Each Performance Share Unit will be credited with "Dividend
Equivalents" (as defined in the Plan) equal to the dividends paid on one share
of Stock during the Award Period and the subsequent two-year mandatory deferral
period. Dividend Equivalents will be in the form of "Phantom Stock Units" (as
defined in the Plan) and will be distributed as an equal number of shares of
Stock at the same time as the distribution of earned shares.
Upon the occurrence of a "Change in Control" (as defined in the
Plan), the Performance Share Units awarded will be converted on a one-for-one
basis to time-based Phantom Stock Units without pro-ration, which will vest at
the end of the Award Period. Upon vesting, one share of Stock will be
distributed for each Phantom Share Unit not previously forfeited. If the Change
in Control occurs during the first 12 months of the Award Period, the shares
will be converted at 50% of the target Award. If the Change in Control occurs
during the second 12 months of the Award Period, the shares will be converted
at 100% of the target Award. If the Change in Control occurs during the final
12 months of the Award Period, the shares will be converted at a percentage of
the target Award based on actual performance through the Change in Control
date. If a participant's employment is terminated within 24 months after the
Change in Control, the unvested Phantom Stock Units will become immediately
vested.
A form of the LTIP Award Notice, which contains a summary of the
material terms of the award, is filed as Exhibit 10.1 to this Form 8-K and
incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
10.1 Form of LTIP Award Notice.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report on Form 8-K to be signed on
its behalf by the undersigned, hereunto duly authorized.
Dated: May 4, 2007
MOVADO GROUP, INC.
By: /s/ Timothy F. Michno
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Name: Timothy F. Michno
Title: General Counsel