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) January 19, 2005
CHARMING SHOPPES, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 000-07258 23-1721355
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
450 WINKS LANE, BENSALEM, PA 19020
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 245-9100
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 simul-
taneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] 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
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement.
On January 19, 2005 the Compensation and Stock Option Committee (the
"Compensation Committee") of Charming Shoppes, Inc. (the "Company") established
the annual performance measures and annual incentive opportunities for the
fiscal year ended January 28, 2006 for the following Executive Officers, who
were named in the Company's 2004 Proxy Statement and who are expected to be
named in the Company's 2005 Proxy Statement (the "Executive Officers"):
Dorrit J. Bern
Joseph M. Baron
Anthony A. DeSabato
Eric M. Specter
Colin D. Stern
Such incentive opportunities were established under the Company's 2003 Incentive
Compensation Plan (the "Incentive Compensation Plan"), which was approved by
Shareholders on June 26, 2003. The level of target annual incentive
opportunities available to the Executive Officers range from 50% - 100% of
salary and are determined upon the achievement of a pre-set target corporate
operating earnings goal that was approved by the Compensation Committee and,
with respect to Dorrit J. Bern, the Company's Chairman of the Board, President
and Chief Executive Officer, also by the independent members of the Company's
Board.
The Compensation Committee (and the independent members of the Board with
respect to Ms. Bern), also approved a minimum level of performance based upon
the achievement of a pre-set corporate operating earnings goal that would enable
the Executive Officers to earn an incentive award equal to 25% - 30% of their
target opportunity. The Compensation Committee (and the independent members of
the Board with respect to Ms. Bern) also approved an above-target performance
level based upon the achievement of a pre-set corporate operating earnings goal
that would enable the Executive Officers to earn twice their target opportunity.
A formula for interpolating payments for performance between minimum and target
or between target and maximum levels is specified under the Incentive
Compensation Plan. No awards can be paid out under the Incentive Compensation
Plan if corporate operating earnings performance does not reach the established
minimum performance level.
The actual annual incentive award for Ms. Bern is to be determined based solely
upon the achievement of those pre-set corporate operating earnings goals. After
determining the actual annual incentive award available for payment to the other
Executive Officers based on the achievement of those pre-set corporate operating
earnings goals, 70% - 80% of that award is payable based on that achievement
alone while 20% - 30% of that award is tied to the achievement of certain other
objectives (as recommended by Ms. Bern and approved by the Compensation
Committee). The pre-set corporate operating earnings goals were established
based on the Company's financial plan. The Company's fiscal year 2006 Annual
Incentive Program is filed as an exhibit to this Report.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
Exhibit No Description
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99.1 Charming Shoppes, Inc. Annual Incentive Program As Amended and
Restated January 19, 2005
1
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.
CHARMING SHOPPES, INC.
(Registrant)
Date: January 25, 2005 /S/ERIC M. SPECTER
---------------------
Eric M. Specter
Executive Vice President
Chief Financial Officer
2
EXHIBIT INDEX
Exhibit No. Description
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99.1 Charming Shoppes, Inc. Annual Incentive Program As Amended and
Restated as of January 19, 2005