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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 23, 2005
Charming Shoppes, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Pennsylvania
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(State or Other Jurisdiction of Incorporation)
000-07258 23-1721355
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(Commission File Number) (I.R.S. Employer Identification No.)
450 Winks Lane, Bensalem, Pennsylvania 19020
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(Address of Principal Executive Offices) (Zip Code)
(215) 245-9100
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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:
[ ] 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))
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Item 1.01. Entry into a Material Definitive Agreement.
On June 23, 2005, the Board of Directors approved changes to the
Company's compensation program for non-employee Directors, as follows:
o Annual cash retainer for each Director increased from $30,000 to
$36,000.
o The annual cash retainer for service as Chairperson of the Audit
Committee increased from $5,000 to $10,000. The annual retainer for
service as Chairperson of other Board committees remains at $5,000.
o Stock options granted to each non-employee Director at the date of
each Annual Meeting of Shareholders increased from 6,500 to 7,500.
Other terms of non-employee Directors' options are unchanged.
o Restricted stock units ("RSUs") granted to each non-employee Director
at the date of each Annual Meeting of Shareholders increased from
3,000 to 7,500. Other terms of non-employee director RSUs are
unchanged.
o Additional compensation for the Lead Independent Director was
authorized, in the form of a one-time special award of $30,000. This
amount is in addition to the $20,000 regular annual fee paid to the
Lead Independent Director (who is also paid the regular compensation
of a non-employee Director). This one-time special award was
authorized in light of additional duties performed by the director
serving as Lead Independent Director.
The changes to the non-employee Directors' compensation program became
effective immediately. Thus, equity awards granted on June 23, 2005, the date of
the Company's 2005 Annual Meeting of Shareholders, were granted in accordance
with the revised program. In particular, the stock options were granted to each
non-employee Director with an exercise price of $9.10 per share, being the
closing price of the Company's Common Stock as reported by the NASDAQ National
Market on June 23, 2005, the date of the grant.
Except for the changes described above, the terms of the non-employee
Director compensation program remain as described on pages 14-15 of the
Company's definitive Proxy Statement filed with the Securities and Exchange
Commission on May 23, 2005. The 2003 Non-Employee Directors Compensation Plan
was attached as Appendix B to the Company's definitive Proxy Statement filed
with the Securities and Exchange Commission on May 22, 2003.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
10.1 Form of Charming Shoppes, Inc. 2003 Non-Employee Directors Compensation
Plan Stock Option Agreement.
10.2 Form of Charming Shoppes, Inc. 2003 Non-Employee Directors Compensation
Plan Restricted Share Units Agreement.
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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.
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(Registrant)
Date: June 28, 2005
/S/ ERIC M. SPECTER
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Eric M. Specter
Executive Vice President
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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10.1 Form of Charming Shoppes, Inc. 2003 Non-Employee Directors
Compensation Plan Stock Option Agreement.
10.2 Form of Charming Shoppes, Inc. 2003 Non-Employee Directors
Compensation Plan Restricted Share Units Agreement.
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