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): February 17, 2009
GOLFSMITH INTERNATIONAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-52041
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16-1634847 |
| (State or other jurisdiction
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(Commission
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(I.R.S. Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 11000 North IH-35, Austin, Texas
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78753-3195 |
| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (512) 837-8810
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On February 17, 2009, Virginia Bunte resigned as Senior Vice President and Chief Financial Officer
of Golfsmith International Holdings, Inc. and all of its subsidiaries (the “Company”), effective
March 3, 2009, to pursue other interests. Ms. Bunte’s resignation is not due to any disagreement
with the Company over any of its policies, practices or financial reporting.
The Company and Ms. Bunte have negotiated a Separation Agreement under which the Company will
provide Ms. Bunte with benefits over the following two years (the “Severance Period”) to which she
would be entitled upon her resignation for good cause or termination without cause under her
Employment Agreement dated May 30, 2006, consisting of:
(i) continued payment of Ms. Bunte’s current total annual base salary through March 3, 2010 payable
in 26 equal installments consistent with the Company’s standard bi-weekly payroll practices. After
March 4, 2010, if Ms. Bunte did not previously accept other employment, continuation of Ms. Bunte’s
current total annual base salary through March 4, 2011, payable as described above (the “Severance
Payments”). In the event that Ms. Bunte accepts other employment, the Severance Payments shall be
offset by the total amount of any monies Ms. Bunte earns during the Severance Period; provided
further, that if the total amount of any monies earned or received from another company is the
equivalent of Ms. Bunte’s Severance Payments or greater, the Company’s obligation to pay the
Severance Payments shall cease.
(ii) all then-outstanding options to acquire the Company’s common stock that were granted to
Ms. Bunte under the Company’s 2002 equity incentive plan shall continue to vest following their
then-current vesting schedules.
(iii) continued health insurance coverage or COBRA continuation coverage premium payments payable
by the Company for Ms. Bunte and her dependents for the earlier of two years and the date that she
is eligible to be covered under another substantially equivalent medical insurance plan by a
subsequent employer.
The above termination arrangements, and related settlement agreement and release, will be
cancelable by Ms. Bunte prior to February 24, 2009 pursuant to the Age Discrimination in Employment
Act. Under the terms of the separation agreement, the Company received a two-year non-compete,
non-solicitation, non-disparagement and non-disclosure commitment from Ms. Bunte.
Following Ms. Bunte’s departure, Sue E. Gove (age 50), the Company’s Executive Vice President and
Chief Operating Officer, will assume additional responsibilities as interim Chief Financial
Officer. Prior to joining Golfsmith in September 2008, Ms. Gove was an independent consultant
since April 2006, serving clients in specialty retail and private equity. She has been a member of
the Board of Directors of AutoZone, Inc. since 2005 and also serves on its audit committee and
nominating and governance committee. She was Executive Vice President and Chief Operating Officer
of Zale Corporation from 2002 to March 2006 and a director of Zale Corporation from 2004 to 2006.
She was Executive Vice President, Chief Financial Officer of Zale Corporation from 1998 to 2002 and
remained in the position of Chief Financial Officer until 2003. Ms. Gove’s compensation will not
change with her additional responsibilities.
Item 9.01 Financial Statements and Exhibits.
Exhibit 10.1 Separation Agreement, dated as of February 17, 2009, between Golfsmith International
Holdings, Inc. and Virginia Bunte.
Exhibit 99.1 Press Release dated February 17, 2009.