--------------------------------------------------------------------------------
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): March 11, 2005
---------------------------------
CHROMCRAFT REVINGTON, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
--------------------------------
Delaware 1-13970 35-1848094
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1100 North Washington Street
Delphi, Indiana 46923
(Address of Principal Executive Offices, including Zip Code)
(765) 564-3500
(Registrant's Telephone Number, Including Area Code)
--------------------------------
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 (see General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
--------------------------------------------------------------------------------
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The Compensation Committee of the Board of Directors of Chromcraft
Revington, Inc. (the "Company") approved the following performance factors under
the Company's Short Term Executive Incentive Plan for the year ending December
31, 2005:
For Michael E. Thomas and Frank T. Kane, the performance factors are
sales, cash flow and net earnings of the Company.
For Stephen D. Healy, President of Cochrane Furniture Company, Inc.
("Cochrane"), the performance factors are sales and cash flow of
Cochrane.
In addition, the Compensation Committee approved the following
compensation for non-employee directors:
Annual retainer $20,000
In-person Board and
committee meeting fee $1,500 per meeting
Telephonic Board and
committee meeting fee $750 per meeting
Chair of Audit Committee $4,500 annual retainer
Chair of Compensation
Committee $3,000 annual retainer
Chair of Nominating and
Corporate Governance Committee $3,000 annual retainer
Co-Chairs of Search Committee $2,000 annual retainer
Chair of Strategy Committee $4,000 annual retainer
Each non-employee director also receives an annual grant of stock
options in accordance with the Directors' Stock Option Plan previously approved
by the Company's stockholders.
The above compensation will be in effect in 2005 and thereafter until
changed by the Compensation Committee.
2
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
Michael E. Thomas, the Company's Chairman, President and Chief
Executive Officer, will retire as a Director of the Company effective
immediately following the 2005 annual meeting of stockholders, which is the
expiration of his present term.
Warren G. Wintrub will retire as a Director of the Company effective
immediately following the 2005 annual meeting of stockholders, which is the
expiration of his present term.
Neither Mr. Thomas nor Mr. Wintrub is retiring because of a
disagreement with the Company.
* * *
3
SIGNATURE
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.
Date: March 11, 2005
CHROMCRAFT REVINGTON, INC.
By: /s/ Frank T. Kane
-------------------------------
Frank T. Kane
Vice President - Finance and
Chief Financial Officer
4