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:   January 30, 2013
(Date of earliest event reported:  January 24, 2013)
 
______________
 


HAVERTY FURNITURE COMPANIES, INC.
(Exact name of registrant as specified in its charter)
______________

Maryland
 
1-14445
 
58-0281900
 
(State or other jurisdiction of incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer
  Identification No.)
 
           
780 Johnson Ferry Road, Suite 800,
Atlanta, Georgia 30342
(Address of principal executive officers) ( Zip Code)
 
Telephone number, including area code: (404) 443-2900
 

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):

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 (17CFR240.14a-12)

o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

o       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))


 
 
 

Item 5.02
Departure of Directors or Certain Officers; Election of Directors: Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 24, 2013, the Executive Compensation and Employee Benefits Committee (the “Compensation Committee”) of the Board of Directors of Haverty Furniture Companies, Inc. (the “Company” or “Havertys”) pursuant to the Company’s 2004 Long Term Incentive Plan authorized the grants of Restricted Stock Units (“RSUs”) and Stock-Settled Appreciation Rights (“SARs”).  The grants were made to individuals subject to the Securities Exchange Commission Section 16 reporting requirements (the “executive officers”), including the following individuals who will be listed as Named Executive Officers (“NEOs”) in the Company’s proxy statement for the year ended December 31, 2012.
 
Named Executive Officer
 
Number of RSUs
   
Number of SARs
 
Clarence H. Smith
    12,000       22,000  
Dennis L. Fink
    7,500       14,000  
Steven G. Burdette
    7,000       12,500  
J. Edward Clary
    7,000       12,500  
Richard D. Gallagher
    7,000       12,500  

Each RSU is equivalent to one share of common stock upon vesting.  The RSUs vest in accordance with the schedule set forth in the notice of grant letter attached hereto as Exhibit 10.1, and incorporated herein by reference.   The SARs vest in accordance with the schedule set forth in the notice of grant letter attached hereto as Exhibit 10.2 and incorporated herein by reference.

On January 24, 2013, the Compensation Committee also approved a new management incentive plan (the “Plan”) to determine 2013 cash incentives for the Company’s executive officers pursuant to the Company’s 2004 Long Term Incentive Plan. The NEOs are eligible to receive a target payout from 50% to 85% of their 2013 annual base salary.  The Plan allocates 80% of the target payout for Havertys achieving dollar amount goals of pre-tax earnings on a quarterly and annual basis.  Participants will begin to earn a like percentage of their pre-tax earnings incentive once at least 80% of a goal is met with the percentage earned increasing pro rata up to 130% of target attainment.  The Plan allocates the remaining 20% of the target payout for achieving additional performance criteria or specific projects or initiatives tailored to each person as established by the Compensation Committee.  The Compensation Committee has discretion in the administration of the Plan.

 
Item 9.01             Financial Statements, Pro Forma Financial Information and Exhibits

(c)           Exhibits
10.1           Form of Restricted Stock Units Award Notice.
10.2           Form of Stock-Settled Appreciation Rights Award Notice.


 
 
 

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.

   
HAVERTY FURNITURE COMPANIES, INC.
January 30, 2013
By:
   
Jenny Hill Parker
Senior Vice President, Finance,
Secretary and Treasurer

EXHIBIT 10.1
 

EQUITY AWARD NOTICE – RESTRICTED STOCK UNITS


«FIRST_NAME» «MI» «LAST_NAME»
HAVERTY FURNITURE COMPANIES, INC.
780 JOHNSON FERRY ROAD, SUITE 800
ATLANTA, GA  30342

Pursuant to the terms and conditions of the Haverty Furniture Companies, Inc. 2004 Long-Term Incentive Plan (the “Plan”), on January 24, 2013, you were granted a restricted stock unit award (“RSU”) in the amount of «Number_Awarded» units.  Each RSU is equivalent to one share of common stock upon vesting in accordance with the following schedule:

25% vest on May 8, 2014
25% vest on May 8, 2015
25% vest on May 8, 2016
25% vest on May 8, 2017

Until vested, the units represented by this award are not entitled to receive cash dividends and do not have the right to vote. This award will vest immediately upon a change in control, death or permanent and total disability as defined in Section 2 of the Plan.  If you leave Havertys, other than in the case of death, disability or retirement, unvested awards are forfeited.  Except as the Compensation Committee may at any time otherwise provide in their sole discretion or as required to comply with applicable law, units not vested at retirement will vest according to the stated schedule. Please consult the 2004 Long-Term Incentive Plan Prospectus for a complete understanding of Havertys’ equity award program.

This is a summary of the award.  The grant agreement and Plan Prospectus are the authoritative source for all questions on awards made under the Plan.


EXHIBIT 10.2
 

STOCK-SETTLED APPRECIATION RIGHTS AWARD NOTICE


<Name>
<Address>

Pursuant to the terms and conditions of the Haverty Furniture Companies, Inc. 2004 Long-Term Incentive Plan (the “Plan”), you have been granted Stock-Settled Appreciation Rights (SARs).  The general terms of this grant of SARs are outlined below.

Grant Date:
January 24, 2013
Number of SARs:
«SARS»
Grant Price Per SAR:
(Closing Price on Grant Date)
Expiration Date:
January 24, 2020
Vesting Schedule:
25% on May 8, 2014
25% on May 8, 2015
25% on May 8, 2016
25% on May 8, 2017

This award entitles you to receive Havertys Common Stock (“Stock”) equal in value to the excess of the fair market value of one share of Stock over the Grant Price Per SAR, multiplied by the number of shares being exercised, net of shares for withholding taxes.

Until vested and exercised, the shares represented by this award are not entitled to receive cash dividends and do not have the right to vote.  If you leave Havertys, other than in the case of death, disability or retirement, unvested awards are forfeited and any vested SARs must be exercised within three months.  Except as the Compensation Committee may at any time otherwise provide in their sole discretion or as required to comply with applicable law, shares not vested at retirement will vest according to the stated schedule and must be exercised by the expiration date. This SARs award will vest immediately upon a change in control, death or permanent and total disability as defined in Section 2 of the Plan.   Please consult the 2004 Long-Term Incentive Plan Prospectus for a complete understanding of Havertys’ equity award program.

This is a summary of the award.  The grant agreement and Plan Prospectus are the authoritative source for all questions on awards made under the Plan.