Get Started for Free Contexxia identifies hard-to-find pieces of information in SEC filings. No more highlighters, no more redlining, no more poring over huge documents. HOT TOPIC INC /CA/ (1017712) 10-K/A published on May 28, 2013 at 5:29 pm
Reporting Period: May 27, 2013
John Kyees has served on our Board since March 2012. Mr. Kyees served as Chief Financial Officer for Urban Outfitters from 2003 to 2010. Mr. Kyees formerly held the position of Chief Financial Officer and Chief Administrative Officer for bebe stores, Inc. from 2002 to 2003. Mr. Kyees served as Chief Financial Officer for Skinmarket, a cosmetic retailer, from 2000 to 2002. Since April 2010, Mr. Kyees has served as a director, chair of the Audit Committee, and until 2012, a member of the Nominating and Governance and Compensation Committees of Vera Bradley, Inc, a publicly-traded specialty retailer of accessories. Since May 2010, Mr. Kyees has served as a director and member of the audit committee of Casual Male Retail Group, Inc., a publicly-traded specialty retailer of men’s clothing. From 2011 to 2012, Mr. Kyees served as a director and chair of the Audit Committee and member of the Compensation Committee, for Teavana Holdings, Inc. a publicly-traded specialty retailer of teas and related products, until it was acquired by Starbucks Coffee Company in December 2012. Since October 2012, Mr. Kyees has served on the board of Rackwise, Inc., a publicly-traded company specializing in data center management software, and since February 2013, has served on the board of Arhaus Furniture, a privately held furniture retailer. Mr. Kyees brings to our board of directors extensive specialty retail experience, particularly to a teen market. With his extensive experience as a CFO, Mr. Kyees provides our board with significant accounting, financial and operational expertise.
Andrew Schuon has served on our Board since January 1998. Since January 2012, Mr. Schuon has served as President of Revolt Media and TV, LLC, a music-oriented cable television channel and since January 2011, President of Elevated Music Services, Inc., a provider of custom music channels primarily for hotel/casinos and restaurants. Since 2008, Mr. Schuon has served as a co-founder of “C” Student Entertainment, a boutique radio and mobile-focused media company and President of Beat Advisors, Inc, a consulting firm specializing in television, radio, out of home, retail, and hotel/casino entertainment programming solutions. From January 2009 to May 2010, Mr. Schuon served as a senior executive of Live Nation Entertainment, Inc., having started with Ticketmaster Entertainment, Inc. prior to the company’s January 2010 merger with Live Nation, Inc. From July 2004 to January 2008, Mr. Schuon served as founder and President of Vivendi/Universal’s IMF: The International Music Feed, a 24-hour cable TV channel. From August 2002 to February 2004, Mr. Schuon was President of Programming of Infinity Broadcasting. From April 2001 to August 2002, he was President and Chief Executive Officer of Pressplay, a joint venture created by Sony Music Entertainment and Universal Music Group. From December 1999 to April 2001, Mr. Schuon was President and Chief Operating Officer of the Universal Music Group’s music business, Farmclub.com, Inc. From February 1998 to November 1999, Mr. Schuon was Executive Vice President/General Manager of Warner Bros. Records Inc. From 1992 to December 1997, Mr. Schuon served as Executive Vice President of MTV where he was responsible for programming, music, production and talent for the MTV and VH1 cable channels. Mr. Schuon brings to our Board an extensive background in identifying and capitalizing on current music and pop culture trends, as well as deep expertise in media and business development. With his knowledge, experience, and understanding of our historical development, Mr. Schuon provides us with valuable strategic insight and perspective.
In fiscal year 2012 the base salaries of our named executive officers were adjusted to reflect changes to their roles within the company, peer benchmarking to such roles, internal pay equity and the other forms of compensation awarded to them. Ms. Harper’s base salary was adjusted in March 2012 to $650,000 per year as a result of her forgoing a $120,000 per year living allowance she previously received and to more closely align her total compensation to that of her peers. Mr. Wehlitz’ base salary was increased to $290,000 per year in March 2012 in connection with his annual performance review and to $340,000 per year in January 2013 in connection with his appointment as Interim Chief Financial Officer. In March 2012, Mr. Mizicko’s base salary was increased to $450,000 per year to cause his salary to more closely align to peer benchmarking and for purposes of internal pay equity. In March 2012, Mr. Cook’s base salary was adjusted to $500,000 per year in connection with the change of his role to Chief Store Officer.
Each of our named executive officers, other than Ms., Harper, participates in our non-qualified deferred compensation plan. The plan allows them to defer up to 80% of their salary and up to 100% of their annual cash bonus. Commencing in fiscal year 2009, to the extent the participants were ineligible to receive such contributions from participation in our 401(k) Plan, the Company contributes 50% of the first 4% of each participant’s eligible contributions into their deferred compensation plan account. Participants are always 100% vested in their own contributions and the earnings thereon. Contributions to each participant’s account by the Company vest over three years from the participant’s date of hire. At the participant’s election, deferrals will generally be paid in lump sum or in annual installments of up to 15 years and participants may elect to commence payment either upon termination of employment, or a date specified at the time of initial deferral. Executive officers may also elect at the time of deferral to receive payment of their account balance in the event of a change of control of the Company. The plan is unfunded and unsecured. We have established a non-qualified grantor trust to hold amounts deferred under the plan. Earnings on the account of each participant are credited to such participant based on the performance of investment vehicles chosen by the participant from a selection offered to all plan participants and which are comprised of investment vehicles generally available to the public. Participants may elect to change the investment vehicles applicable to their accounts at any time.
Security Ownership Of Certain Beneficial Owners And Management
The following table sets forth certain information known to the Company regarding the beneficial ownership of our common stock as of April 30, 2013, by: (i) each beneficial owner of more than five percent of our common stock; (ii) each of our current directors; (iii) each of our current and former executive officers named in the [Summary Compensation Table included in this Amendment No. 1 to the Annual Report on Form 10-K; and (iv) all current executive officers and directors as a group. Except as otherwise indicated, each of the shareholders named in the table has sole voting and investment power with respect to the shares indicated as beneficially owned, subject to community property laws where applicable. The number of shares outstanding used in calculating the percentages for a shareholder in the table below includes shares underlying options held by such shareholder to the extent exercisable within 60 days of April 30, 2013, but excludes other shares underlying options attributable to another shareholder. Percentage of beneficial ownership is based on 40,694,682 shares outstanding as of April 30, 2013.