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): June 12, 2009 (June 8, 2009)
Bob Evans Farms, Inc.
 
(Exact name of registrant as specified in its charter)
         
Delaware   0-1667   31-4421866
 
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)
     
3776 South High Street, Columbus, Ohio   43207
 
(Address of principal executive offices)   (Zip Code)
(614) 491-2225
 
(Registrant’s telephone number, including area code)
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 ( 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 (17 CFR 240.14a-12)
o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o      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.
Appointment of New Director Under Item 5.02(d)
     On June 10, 2009, upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors of Bob Evans Farms, Inc. (the “Company”) increased the size of the Board from nine to ten members effective July 1, 2009 and elected Dr. E. Gordon Gee as a director to fill the newly created seat effective July 1, 2009. Dr. Gee will serve with the class of directors who will hold office until the Company’s 2010 annual meeting of stockholders and until their successors are duly elected and qualified. Dr. Gee has not yet been appointed to any committees of the Board of Directors.
     Dr. Gee has served as the President of The Ohio State University since 2007, and was Chancellor of Vanderbilt University from 2000 to 2007.
     Dr. Gee, in his capacity as a non-employee director of the Company, will receive the same compensation for fiscal 2010 as the other non-employee directors of the Company, pro-rated to reflect his time served on the Board. If Dr. Gee is appointed to any Board committees in the future, he will receive the same compensation for his service on such committees as the other committee members. In connection with his appointment to the Board, Dr. Gee will receive an award of the Company’s restricted stock with a grant date value of $16,667 (representing a prorated portion of the annual stock grant awarded to non-employee directors under the Company’s director compensation program). The Company’s Compensation Program for Directors was attached to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 13, 2007.
     The Board has determined that Dr. Gee and his immediate family members have not had (and do not propose to have) a direct or indirect interest in any transaction in which the Company or any of the Company’s subsidiaries was (or is proposed to be) a participant that would be required to be disclosed under Item 404(a) of SEC Regulation S-K. The Board has also determined that Dr. Gee satisfies the independence requirements of The NASDAQ Stock Exchange and applicable SEC rules and regulations.
     The Company issued a news release on June 11, 2009, announcing Dr. Gee’s election to the Board. A copy of the news release is filed as Exhibit 99.1 to this Form 8-K, and the portion of the news release pertaining to Dr. Gee’s election is incorporated herein by reference.
Executive Compensation Arrangements Under Item 5.02(e)
     In February 2009, the Company’s Board of Directors adopted the Bob Evans Farms, Inc. Executive Compensation Recoupment Policy, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. This policy generally provides for the recoupment by the Company under certain circumstances of annual cash bonuses, stock-based awards, performance-based compensation and any other forms of cash or equity compensation other than salary.

2

 

     To implement the policy, on June 8, 2009, the Company entered into an Executive Recoupment Policy Acknowledgement and Agreement (the “Recoupment Agreement”) with each of its executive officers, including the following named executive officers of the Company:
  •   Steven A. Davis, Chairman and Chief Executive Officer;
 
  •   Donald J. Radkoski, Chief Financial Officer;
 
  •   J. Michael Townsley, President — Food Products;
 
  •   Randall L. Hicks, President and Chief Concept Officer — Bob Evans Restaurants; and
 
  •   Timothy J. Pulido, President and Chief Concept Officer — Mimi’s Café.
     In the Recoupment Agreement, the executive officer acknowledges the existence of the policy and its application to all awards granted after the date of the Recoupment Agreement and agrees that the officer’s execution of the Recoupment Agreement is a condition to the receipt of future awards.
     The foregoing description of the Recoupment Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Recoupment Agreement attached hereto as Exhibit 10, which is incorporated herein by reference.
Item 9.01.   Financial Statements and Exhibits
  (a) – (c).     Not applicable.
 
  (d).    Exhibits:
         
Exhibit No.   Description
       
 
  10.1    
Bob Evans Farms, Inc. Executive Compensation Recoupment Policy Adopted February 17, 2009.
       
 
  10.2    
Form of Executive Recoupment Policy Acknowledgement and Agreement
       
 
  99    
Press Release dated June 11, 2009

3

 

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.
         
  BOB EVANS FARMS, INC.
  		 
Dated: June 12, 2009  By:   /s/ Mary L. Garceau    
    Mary L. Garceau   
    Vice President, General Counsel and Corporate Secretary   
 

4

Exhibit 10.1
Bob Evans Farms, Inc.
Executive Compensation Recoupment Policy
Adopted February 17, 2009
     This Executive Compensation Recoupment Policy (this “Policy”) of Bob Evans Farms, Inc., a Delaware corporation, and its affiliates (collectively, the “Company”) provides for the recoupment by the Company under certain circumstances of annual cash bonuses, stock-based awards, performance-based compensation, and any other forms of cash or equity compensation other than salary (“Awards”). This Policy applies to the Company’s executive officers, as defined by Rule 3b-7 of the Securities Exchange Act of 1934, as amended.
      Executive Compensation Recoupment . In the event of a restatement of the Company’s previously issued financial statements as a result of errors, omission, fraud or non-compliance with financial reporting requirements, the Compensation Committee of the Company’s Board of Directors shall review the facts and circumstances underlying the restatement (including any potential wrongdoing and whether the restatement was the result of negligence or intentional or gross misconduct) and may, in its discretion, direct that the Company attempt to recover all or a portion of an Award (or multiple Awards) from one or more executive officers with respect to any fiscal year in which the Company’s financial results are negatively affected by such restatement. If (a) the payment, grant or vesting of any Award(s) is based upon the achievement of financial results that are subsequently restated or (b) a lower payment, Award value or vesting would have occurred based upon the restated financial results, the Compensation Committee may seek to recoup, and such executive officer shall forfeit or repay, all or any portion of such excess compensation as the Compensation Committee deems appropriate. Recoupment under this Policy may include, but is not limited to, reimbursement by the executive officer of the amount of cash bonuses received, cancellation or forfeiture of outstanding stock-based compensation and the payment to the Company of stock sale proceeds.
     If (a) any Award(s) would have been paid, granted or vested or (b) a higher payment, Award value or vesting would have occurred based upon the restated financial results, the Company shall not be obligated to pay the executive officer any additional compensation.
      Additional Recoupment for Fraud or Misconduct . In any instance in which, in the view of the Compensation Committee, an executive officer engaged in an act of fraud or misconduct that contributed to the need for a financial restatement, the Compensation Committee may, in its discretion, recover and the executive officer shall forfeit or repay, all of the executive officer’s Awards for the relevant period, plus a reasonable rate of interest.
      Not Exclusive Remedy . The recoupment of Awards pursuant to this Policy shall not in any way limit or affect the Company’s right to pursue disciplinary action or dismissal, take legal action or pursue any other available remedies. This policy shall not replace and shall be in addition to any rights of the Company to recoup Awards from its executive officers under applicable laws and regulations, including but not limited to the Sarbanes-Oxley Act of 2002.
      Incorporation of Policy . Each executive officer of the Company shall execute an agreement providing that any Awards granted to such executive officer on or after the effective date of the agreement shall be subject to this Policy. Additionally, the Company, in its discretion, may incorporate the requirements of this Policy into any applicable Award statement, Award agreement or terms and conditions of any Awards made by the Company to an executive officer following the adoption of this Policy.

Exhibit 10.2
Bob Evans Farms, Inc.
Executive Recoupment Policy Acknowledgement and Agreement
      This Executive Recoupment Policy Acknowledgement and Agreement (this “Agreement”) is entered into as of the            day of                 , 2009, between Bob Evans Farms, Inc. (the “Company”) and                                           (the “Executive”).
Recitals:
      Whereas , the Executive is an “executive officer” of the Company as defined in Rule 3b-7 under the Securities Exchange Act of 1934;
      Whereas, the Company’s Board of Directors has adopted the Bob Evans Farms, Inc. Executive Compensation Recoupment Policy (the “Policy”); and
      Whereas , in consideration of and as a condition to the receipt of future annual cash and stock-based awards, performance-based compensation and other forms of cash or equity compensation made under the Company’s 2006 Equity and Cash Incentive Plan and any other plans or programs adopted by the Company after the date of this Agreement (collectively, “Awards”), the Executive and the Company are entering into this Agreement;
     Now, therefore, the Company and the Executive hereby agree as follows:
     1. The Executive acknowledges receipt of the Policy, a copy of which is attached hereto as Annex A and is incorporated into this Agreement by reference. The Executive has read and understands the Policy and has had the opportunity to ask questions to the Company regarding the Policy.
     2. The Executive hereby acknowledges and agrees that the Policy shall apply to any and all Awards granted to the Executive after the date of this Agreement, and all such Awards shall be subject to recoupment under the Policy.
     3. Any applicable Award agreement, Award statement or terms and conditions relating to any future Awards made to the Executive shall be deemed to include the restrictions imposed by the Policy.
     4. The recoupment of Awards pursuant to the Policy and this Agreement shall not in any way limit or affect the Company’s right to pursue disciplinary action or dismissal, take legal action or pursue any other available remedies available to the Company. This Agreement and the Policy shall not replace, and shall be in addition to, any rights of the Company to recoup Awards from its executive officers under applicable laws and regulations, including but not limited to the Sarbanes-Oxley Act of 2002.
     5. The Executive acknowledges that the Executive’s execution of this Agreement is in consideration of, and is a condition to, the receipt by the Executive of future Awards from the Company; provided, however, that nothing in this Agreement shall be deemed to obligate the Company to make any Awards to the Executive in the future.
     6. This Agreement will be governed by and construed in accordance with the laws of the State of Ohio, without regard to the laws of Ohio that would result in the application of the laws of any other state. This Agreement may be executed in two or more counterparts, and by facsimile and electronic transmission, each of which will be deemed to be an original but all of which, taken together, shall constitute one and the same Agreement.

 

 

[Remainder of page intentionally blank; signatures follow]

 

 

      In Witness Whereof , the Company and the Executive have executed this Agreement as of the date first above written.
             
Executive :    
 
           
     
 
           
     
 
           
COMPANY:    
 
           
Bob Evans Farms, Inc.    
 
           
By:
           
         
 
  Name:        
 
  Title:  
 
   
 
     
 
   

 

Exhibit 99
BOB EVANS FARMS ANNOUNCES ADDITION OF GORDON GEE
TO BOARD OF DIRECTORS
COLUMBUS, Ohio — June 10, 2009 — Bob Evans Farms, Inc. (NASDAQ: BOBE) today announced that E. Gordon Gee will fill a newly created seat on its Board of Directors, effective July 1, serving a term that expires in 2010.
Gee is currently the president of The Ohio State University, a position that he had previously held from 1990 to 1997. Prior to his return to Ohio State, he served as Chancellor of Vanderbilt for seven years and as president of Brown University from 1998 to 2000.
Chairman and Chief Executive Officer Steve Davis said Gee is a welcome addition to the Company’s Board of Directors. “Gordon Gee is among the most highly experienced and respected university presidents in the nation, and we are very happy to count him among our Directors,” Davis said. “He brings a wealth of impressive experience to our Board, including legal, strategic management and corporate governance expertise, and he has also has served as a Board member for several other public companies.”
Gee is currently a member of the Board of Directors for Hasbro, Inc. and Grange Insurance. He graduated from the University of Utah with an honors degree in history and subsequently earned his J.D. and Ed.D degrees from Columbia University. He has received a number of honorary degrees and awards, including a Melon Fellowship for the Aspen Institute for Humanistic Studies and a W.K. Kellogg Fellowship. He is the co-author of eight books and has written a number of papers on law and education. He is also a member of the Board of Governors of the National Hospice Foundation and the Advisory Board of the Christopher Isherwood Foundation.
About Bob Evans Farms, Inc.
Bob Evans Farms, Inc. owns and operates full-service restaurants under the Bob Evans and Mimi’s Café brand names. At the end of the fourth fiscal quarter (April 24, 2009), Bob Evans owned and operated 570 family restaurants in 18 states, primarily in the Midwest, mid-Atlantic and Southeast regions of the United States, while Mimi’s Café owned and operated 144 casual restaurants located in 24 states, primarily in California and other western states. Bob Evans Farms, Inc. is also a leading producer and distributor of pork sausage and a variety of complementary homestyle convenience food items under the Bob Evans and Owens brand names. For more information about Bob Evans Farms, Inc., visit the company’s Web site at www.bobevans.com .
Contact:
David D. Poplar
Vice President of Investor Relations
(614) 492-4954

1