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 28, 2016
(Date of earliest event reported:  January 26, 2016)
______________


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):

☐      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 (17CFR240.14a-12)

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

☐      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 26, 2016, the Executive Compensation and Employee Benefits Committee (the "Compensation Committee") of the Board of Directors of Haverty Furniture Companies, Inc. (the "Company" or "Havertys") established base salary, annual incentive opportunities and long-term incentive equity grants for the Company's Named Executive Officers ("NEOs") for 2016.

Base Salary:   No increases from current base salaries were approved for the NEOs.
Annual Incentive Opportunities:   The Compensation Committee approved new management incentive plans (the "Plans" or "MIP I" or "MIP II") to determine 2016 cash incentives pursuant to the Company's 2014 Long Term Incentive Plan. The NEOs are eligible to receive a target payout amount from the combined Plans of 60% to 65% of their 2016 annual base salary, except that Mr. Smith's target is 100% of base salary.  The MIP I Plan covers 80% of the target payout.  The MIP I sets goals of pre-tax earnings on a quarterly and annual basis.  Participants will begin to earn the incentive pay once at least 80% of a goal is met increasing up to 125% of the pre-tax goal.  There is a 3% change in the incentive pay earned for every 1% increase or decrease in actual pre-tax earnings versus the goal with the incentive pay potential ranging from 40% to 175% of the earnings target payout amount.  Pre-tax earnings for comparison to the goal will be that amount reported in the annual Form 10-K, adjusted to eliminate the effects of asset impairments, restructurings, acquisitions, divestitures, other unusual or non-recurring items, store closing costs, and the cumulative effect of accounting changes, as determined in accordance with generally accepted accounting principles, as applicable. The MIP II Plan, which does not provide for above target payouts, covers the remaining 20% of the potential target payout.  The MIP II Plan is earned 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 Plans.
Long-Term Incentive Equity Grants:  Pursuant to the Company's 2014 Long Term Incentive Plan the Compensation Committee authorized the following grants of Restricted Stock Units ("RSUs") and Performance Restricted Stock Units ("PRSUs").
 
Named Executive Officer
 
# of RSUs
   
Target # of
PRSUs - EBITDA
   
Target # of
PRSUs - Sales
 
Clarence H. Smith
   
—
     
15,255
     
6,538
 
Dennis L. Fink
   
—
     
7,846
     
3,362
 
Steven G. Burdette
   
5,317
     
5,317
     
—
 
Richard D. Gallagher
   
5,173
     
5,173
     
—
 
J. Edward Clary
   
5,101
     
5,101
     
—
 

Each RSU and PRSU represent a contingent right to receive one share of the company's common stock. The RSUs vest in accordance with the schedule set forth in the notice of grant letter attached hereto as Exhibit 10.1.   The PRSUs are based on the company's EBITDA (adjusted for unusual items) for the year ended December 31, 2016 and vest in February 2019.  The number of units reported above represent target performance. The actual number that become eligible for vesting is based on achieving the level of EBITDA during the performance period in accordance with the schedule set forth in the notice of grant letter attached hereto as Exhibit 10.2.  PRSUs were also granted based on achieving target levels of annual net sales for the next four individual years.  These grants vest annually if the target is met in accordance with the schedule set forth in the notice of grant letter attached hereto as Exhibit 10.3.
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 Performance Restricted Stock Units (EBITDA) Award Notice.
10.3              Form of Performance Restricted Stock Units (Sales) 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 28, 2016
By:
 
   
Jenny Hill Parker
Senior Vice President, Finance,
Secretary and Treasurer

EXHIBIT 10.1
 
 
EQUITY AWARD NOTICE

«FIRST_NAME» «MIDDLE_NAME». «LAST_NAME»
«HOME_STREET»
«HOME_CITY», «HOME_PROVINCE», «HOME_POSTAL_CODE»

Pursuant to the terms and conditions of the Haverty Furniture Companies, Inc. 2014 Long-Term Incentive Plan (the "Plan"), on January 26, 2016, 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.

Subject to your continued employment with the Company, your award will vest over four years in accordance with the following schedule:

25% vest on May 8, 2017
25% vest on May 8, 2018
25% vest on May 8, 2019
25% vest on May 8, 2020

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.  Awards not vested at retirement will be forfeited. Please consult the 2014 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
 
PERFORMANCE CONTINGENT RESTRICTED STOCK UNITS AWARD NOTICE

«FIRST_NAME» «MIDDLE_NAME». «LAST_NAME»
«HOME_STREET»
«HOME_CITY», «HOME_PROVINCE»«HOME_POSTAL_CODE»

Pursuant to the terms and conditions of the Haverty Furniture Companies, Inc. 2014 Long-Term Incentive Plan (the "Plan"), you have been granted Performance Restricted Stock Units (PRSUs).  The general terms of this grant of PRSUs are outlined below.

Grant Date:
January 26, 2016
Performance Period:
January 1 – December 31, 2016
Target Number of PRSUs:
«number_awarded»
Performance Measure:
EBITDA
Vesting Date :
February 28, 2019

The actual number of PRSUs that can become vested is based on achieving the level of EBITDA during the Performance Period as noted below:
 
 
Performance Level*
% Target EBITDA
EBITDA ($ in millions)
% Target  Shares Earned
Outstanding
130%
120%
110%
$  XXX
$  XXX
$  XXX
160%
140%
120%
Target
100%
90%
$  XXX
$  XXX
100%
80%
Threshold
80%
$  XXX
60%
Below Threshold
< 80%
<$ XXX
0%

*
Straight-line interpolation will apply to performance levels between the ones shown.

Each PRSU is equivalent to one share of common stock upon vesting.

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 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 on the Vesting Date as outlined in the grant agreement.  Retirement shall mean voluntary retirement from Havertys, on or after age 65, upon written notice from you to the Company that you are permanently retiring from the Company and the retail furniture industry.  Please consult the 2014 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 10.3
 
 
PERFORMANCE RESTRICTED STOCK UNIT AWARD NOTICE



Pursuant to the terms and conditions of the Haverty Furniture Companies, Inc. 2014 Long-Term Incentive Plan (the "Plan"), you have been granted Performance Restricted Stock Units (Performance RSUs).  The general terms of this grant of Performance RSUs are outlined below.

Grant Date:
January 26, 2016
Performance Period:
January 1, 2016 – December 31, 2019
Target Number of Performance RSUs:
 
Performance Measure:
Net Sales
Vesting :
As Per Performance Schedule

The actual number of Performance RSUs that will vest is based on achieving the level of Net Sales during each of the four years in the Performance Period as follows:

Performance Period
 
Consolidated    Net Sales
Vesting %
Vesting Date
2016
 
> $ XXX M
25 %
May 8, 2017
2017
 
> $ XXX M
25 %
May 8, 2018
2018
 
> $ XXX M
25 %
May 8, 2019
2019
 
> $ XXX M
25 %
May 8, 2020


Each Performance RSU is equivalent to one share of common stock upon vesting.

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 disability as defined in Section 2 of the Plan.  If you leave Havertys, other than in the case of death or disability, unvested awards are forfeited.  Please consult the 2014 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.