Item 8.01 Other Events.
On June 27, 2016, the Board of Directors of The Finish Line, Inc. (the
"Company") approved amendments to The Finish Line, Inc. 2009 Incentive Plan, as
amended and restated (the "2009 Incentive Plan"), to: (i) explicitly mandate a
minimum one year vesting period for awards granted under the 2009 Incentive
Plan; and (ii) explicitly prohibit the repricing or replacement of options or
stock appreciation rights below their original exercise price without
shareholder approval. The foregoing description of the amendments to the 2009
Incentive Plan is qualified in its entirety by reference to the full text of the
amendments, a copy of which is filed as Exhibit 99.1 to this report on Form 8-K
and incorporated by reference herein.
In addition, on June 27, 2016, the Compensation Committee of the Board of
Directors of the Company adopted an Incentive Compensation Clawback Policy
setting forth the conditions under which the Company will seek recovery of
incentive compensation paid or awarded to current or former executive officers
of the Company. The policy provides that where (i) the incentive compensation
(or the vesting of an incentive award) paid to an executive officer of the
Company was based upon the achievement of financial results, as reported with
the SEC, that are subsequently restated due to material noncompliance with
securities law financial reporting requirements, (ii) a lower payment would have
been made (or lesser or no vesting would have occurred as to any such award) to
such executive officer based upon the restated financial results, and (iii) the
incentive compensation or the vesting of any award was received or occurred
during the 3-year period preceding the date of the restatement, the Company will
require the recovery from such executive officer the portion of the incentive
compensation paid that is greater than the amount that would have been paid had
the financial results been properly reported. The Company may seek direct
repayment from the affected executive officer or reduce other compensation owed
to such executive officer by an amount equal to the remaining repayment
obligation. The Company may also seek to recover gains from the sale of vested
shares or shares purchased upon the exercise of options subject to clawback. The
Compensation Committee may also cancel outstanding equity awards subject to
Item 9.01 Financial Statements and Exhibits.
The following exhibits are being furnished with this Current Report on Form 8-K.
Exhibit Number Description
99.1 Amendment Number 1 to The Finish Line, Inc. 2009 Incentive Plan,
Amended and Restated as of April 16, 2014.
© Edgar Online, source Glimpses