UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): April 25,
2007
THE
CHILDREN’S PLACE RETAIL STORES, INC.
(Exact
name of registrant as specified in charter)
|
Delaware
|
0-23071
|
31-1241495
|
|
(State
or Other Jurisdiction
|
(Commission
File
|
(IRS
Employer
|
|
of
Incorporation)
|
Number)
|
Identification
No.)
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915
Secaucus Road, Secaucus, New Jersey, 07094
(Address
of Principal Executive Offices) (Zip Code)
(201)
558-2400
(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:
| 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))
|
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers
|
(e) Bonus
Arrangements
On
April
25, 2007, the Compensation Committee (the “Compensation Committee”) of the Board
of Directors of The Children’s Place Retail Stores, Inc. (the “Company”) took
action to approve bonus arrangements under which eligible salaried employees
of
the Company and its subsidiaries may earn annual performance bonuses for fiscal
2007 and future years. The Compensation Committee approved the Annual Management
Supplemental Bonus Program of The Children’s Place Retail Store, Inc. (the
“Supplemental Bonus Program”). The Supplemental Bonus Program is an annual cash
bonus program covering those management employees who are designated by the
Compensation Committee. The Supplemental Bonus Program provides for an
individual performance-based component of each eligible employee's total
performance-based bonus opportunity for the applicable fiscal year. The
individual performance component is to be in the form of a target bonus amount,
which would be payable only if (i) a minimum score is achieved on the employee's
individual performance review and (ii) a threshold objective Company and/or
divisional performance target is achieved for the fiscal year. The target bonus
amounts are established for each year by the Compensation Committee in its
sole
discretion. The actual bonus earned by an eligible employee under the
Supplemental Bonus Program may be less than, or greater than, the target bonus
amount depending upon the extent to which the applicable performance targets
are
met or exceeded. Under the terms of the Supplemental Bonus Program, the employee
must be employed on the date of payment of the bonus, unless the employee's
employment terminates due to death, disability or retirement on or after age
65
(except that a pro rata bonus may be paid, in the sole discretion of the
Compensation Committee).
The
Supplemental Bonus Program also permits the Compensation Committee, in its
sole
discretion, to award a discretionary bonus to any bonus-eligible employee,
whether or not the requirements for the individual performance based component
are satisfied.
The
Compensation Committee also adopted, subject to approval by the Company’s
stockholders at the 2007 Annual Meeting, the 2007 Annual Management Incentive
Bonus Plan of The Children’s Place Retail Stores, Inc. (the “Incentive Bonus
Plan”). The Incentive Bonus Plan is an annual cash bonus program covering
executive officers who are designated by the Compensation Committee. The
Incentive Bonus Plan provides for the objective performance-based components
of
an eligible executive officer's total performance-based bonus opportunity,
based
on Company (and/or in some cases divisional) performance targets. Under the
Incentive Bonus Plan, the Compensation Committee establishes the performance
metrics and targets to be achieved for each fiscal year and determines, for
each
participant, a targeted bonus amount that would be paid under the Incentive
Bonus Plan upon achievement of 100% of the applicable performance goals for
such
fiscal year. The bonus amounts payable under the Incentive Bonus Plan would
be
greater than 100% of the targeted bonus amounts to the extent the Company’s (or
division's) performance exceeded the target goal set by the Compensation
Committee, and the bonus amounts would be less than 100% of the targeted bonus
amounts to the extent the Company’s (or division's) performance were less than
the target goal. Bonus incentive payments made under the Incentive Bonus Plan
are intended to qualify as performance-based compensation for purposes of
Section 162(m) of the Internal Revenue Code.
For
fiscal 2007, the Compensation Committee has selected earnings per share as
the
appropriate performance metric for all participants in the Incentive Bonus
Plan.
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Item
9.01.
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Financial
Statements and Exhibits.
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None
[SIGNATURE
BLOCK FOLLOWS]
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.
| THE CHILDREN’S PLACE RETAIL STORES, INC. | ||
| |
|
|
| By: | /S/ SUSAN RILEY | |
|
Name: Susan Riley |
||
| Title: Executive Vice President, Finance and Administration | ||
Dated: May 1, 2007