Form 8k Shareholder Approvals and Code of Ethics update
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of
1934
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Date
of Report (Date of earliest event
reported)
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February
8, 2006
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THE
STEAK N SHAKE COMPANY
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(Exact
name of registrant as specified in its charter)
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Indiana
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000-08445
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37-0684070
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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36
South Pennsylvania Street, Suite 500
Indianapolis,
Indiana 46204
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(Address
of principal executive offices) (Zip
Code)
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Registrant's
telephone number, including area
code
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(317)
633-4100
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Not
Applicable
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(Former
name or former address, if changed since last
report.)
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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))
ITEM 1.01 Entry into a Material Definitive Agreement
On
February 8, 2006, the shareholders of The Steak n Shake Company (the "Company")
approved the 2006 Employee Stock Option Plan (the "Option Plan") at the annual
shareholder's meeting. The purpose of the Option Plan is
to
secure for the Company and its shareholders the benefits inherent in common
stock ownership by the officers and key employees of the Company who will
be
largely responsible for the Company's future growth and continued financial
success. The Option Plan provides options to purchase shares of the
Company's Common Stock to certain key executives of the Company who contribute
significantly to the long-term performance and growth of the Company.
A
copy of the Option Plan is attached hereto as Exhibit 10.1 and the
information set forth therein is incorporated herein by reference
and
constitutes a part of this report. Also attached is hereto
as Exhibit
10.3 is the form of incentive stock option agreement which is incorporated
herein by reference and constitutes a part of this report.
On
February 8, 2006 the shareholders of the Company approved the 2006
Incentive Bonus Plan (the "Bonus Plan"), the purpose of which is to
promote
the interests of the Company and its shareholders by providing additional
cash
compensation as incentives to certain key executives of the Company and its
subsidiaries and affiliates who contribute materially to the success of the
Company and such subsidiaries and affiliates. A copy of the Bonus
Plan is
attached hereto as Exhibit 10.2 and the information set forth therein is
incorporated by reference and constitutes a part of this report.
On
February 8, 2006, the Compensation Committee of the Board of Directors
established the performance criteria and specific goals for the payment of
bonuses under the Bonus Plan for fiscal 2006. The criteria established
for the current fiscal year is a combination of growth in Earnings
Before
Interest and Taxes and Same Store Sales during fiscal 2006. The awards under
the
Bonus Plan in fiscal year 2006 could range from 25% to 250% of the participant's
target bonus level, depending on the Company's performance. Awards at the
higher
end of the scale are expected to be made only in the event
of
exceptional Company performance.
ITEM
5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics
On
February 8, 2006, the Company updated its Code of Business Conduct
and
Ethics (the "Code"). The
Company revised the policy on the acceptance of gifts contained in the code
of
to remove subjective and/or ambiguous terms and to provide specific guidance
on
the value of gifts that may be accepted and the terms under which they can
be
accepted. The new policy should ensure that all associates have an understanding
of appropriate terms under which they could accept gifts, ensure there is never
an appearance of impropriety involving a gift, and, most importantly, ensure
that decisions made by associates are not influenced by gifts provided by
vendors or other third parties. The new policy imposes a limit of $150 from
any
source in a calendar year and prohibits the solicitation of gifts, agreements
for a quid pro quo arrangement involving a gift, gifts that violate
laws, gifts that violate the provider's policies, or tickets to events where
the
donor will not attend with the associate. The policy does not apply to items
that will not be retained by the recipient, but will be shared among associates
on an equal basis. A copy of this updated Code is attached hereto as
Exhibit 14.1 and the information set forth therein is incorporated herein by
reference and constitutes a part of this report.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits
10.1 2006 Employee Stock Option Plan
10.2 2006 Incentive Bonus Plan
10.3 Form of Incentive Stock Option Agreement
14.1 Code of Business Conduct and Ethics
Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE
STEAK N
SHAKE COMPANY
By:
/s/
Jeffrey A. Blade
Jeffrey
A.
Blade
Senior
Vice President
and Chief Financial Officer
Dated
February 14,
2006