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): April 17, 2006
CIRCUIT CITY STORES, INC.
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(Exact name of registrant as specified in its charter)
Virginia
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(State or other jurisdiction of incorporation)
001-05767 54-0493875
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(Commission File Number) (I.R.S. Employer
Identification Number)
9950 Mayland Drive, Richmond, Virginia 23233
(Address of principal executive offices) (Zip Code)
(804) 527-4000
(Registrant's telephone number, including area code)
N/A
(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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01. Entry into a Material Definitive Agreement.
Establishment of Performance Goal under Annual Performance-Based Bonus Plan
On April 17, 2006, the Compensation and Personnel Committee of the Board of
Directors (the "Compensation Committee") of Circuit City Stores, Inc. (the
"Company") approved the fiscal year 2007 performance goal under the 2003 Annual
Performance-Based Bonus Plan. Each executive officer is eligible to receive a
target bonus at the end of fiscal year 2007 based upon a percentage of base
salary established for his or her position level and the Company's achievement
of the performance goal. For fiscal year 2007, the Compensation Committee
established specified earnings per share levels as the performance goal under
the Plan.
Non-Employee Director Compensation for 2006-2007
On April 18, 2006, the Board of Directors of the Company approved the Schedule
of Non-Employee Director Compensation filed as Exhibit 10.1 to this report. The
new compensation schedule will take effect on the date of the 2006 Annual
Meeting of Shareholders (currently expected to be June 27, 2006).
Executive Officer Salary Increase
On April 17, 2006, the Compensation Committee approved a compensation change
under the existing Employment Agreement between the Company and Michael E. Foss.
This change was made in connection with the annual review of base salaries of
executive officers of the Company. In connection with this review, the
Compensation Committee reviewed and discussed a report from an independent
compensation consultant comparing the Company's compensation structure with
market compensation data derived from surveys of both the retail industry and a
broader range of industries. Mr. Foss' base annual salary was raised from
$550,000 to $575,000. Mr. Foss' target bonus percentage will continue to be 80%
of his base salary.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
10.1 Schedule of Non-Employee Director Compensation
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CIRCUIT CITY STORES, INC.
By: /s/ Reginald D. Hedgebeth
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Reginald D. Hedgebeth
Senior Vice President, General Counsel and Secretary
Dated: April 21, 2006
EXHIBIT INDEX
Exhibit No. Description of Exhibit
10.1 Schedule of Non-Employee Director Compensation