SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
January 5, 2013
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
1610 Fifth Street
Berkeley, CA 94710
(Address of principal executive offices, including zip code)
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
Effective January 14, 2013, Annies, Inc. (the Company) appointed Amanda Martinez to serve as the Companys Executive Vice President, Operations & Administration.
Pursuant to an offer letter effective January 14, 2013, Ms. Martinez will be entitled to receive an annual base salary of $225,000. Her annual target bonus is 50% of her base salary based on both company and individual performance objectives. Ms. Martinezs employment is terminable at will.
Subject to the approval of the Companys Compensation Committee and pursuant to the Companys Omnibus Incentive Plan, Ms. Martinez may be awarded (1) a ten-year non-qualified stock option to purchase shares of the Companys common stock, and (2) performance share units. Subject to further action by the Companys Compensation Committee, the stock option would have an exercise price equal to the closing price of the Companys common stock on the grant date (the Closing Price), which will be the first day of Ms. Martinezs appointment. The number of shares underlying the stock option will be based upon an option value of $75,000 using Black-Scholes or another valuation method selected by the Company. The performance share units would be based upon a target dollar award opportunity of $75,000 and the number of target performance shares would be determined by dividing the target dollar award opportunity by the Closing Price.
Ms. Martinez most recently served as Safeway, Inc.s (Safeway) Vice President, Frozen Food. She previously served in many other operations and supply chain leadership positions at Safeway, including procurement, marketing business processes, supply operations, and logistics and manufacturing. She has deep and varied experience across food production, including frozen, beverage, and baked goods.
Ms. Martinez will oversee operations and supply chain, human resources development, and sustainability initiatives. Mr. Lawrence Waldman, Senior Vice PresidentSupply Chain and Operations will report directly to Ms. Martinez.
Effective January 14, 2013, Mr. Mark Mortimer will be promoted to Executive Vice President, Sales & Marketing, Chief Customer Officer. Mr. Mortimer has been the Companys Chief Customer Officer since 2010. Mr. Mortimers role will expand his responsibilities to cover all sales and marketing functions within the Company. Ms. Sarah Bird, Senior Vice President Marketing and Chief Mom Officer will report directly to Mr. Mortimer. Mr. Mortimers annual base salary has been increased by $20,000 to $300,000.
Subject to the approval of the Companys Compensation Committee and pursuant to the Companys Omnibus Incentive Plan, Mr. Mortimer may be awarded a ten-year non-qualified stock option to purchase 40,000 shares of the Companys common stock. Subject to further action by the Companys Compensation Committee, the stock option would have an exercise price equal to the Closing Price as of January 14, 2013.
A copy of the press release announcing Ms. Martinezs appointment and Mr. Mortimers promotion is attached as Exhibit 99.1 hereto.
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.