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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): December 28, 2004
EMERGING VISION, INC.
(Exact name of registrant as specified in its charter)
New York 1-14128 11-3096941
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
100 Quentin Roosevelt Boulevard
Garden City, New York 11530
(Address of principal executive offices) (Zip Code)
(516) 390-2100
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 8.01 Other Events
On December 28, 2004, the Board of Directors of the Registrant (the
"Board") adopted a charter of the Compensation Committee of the Board (the
"Charter"). A copy of the Charter is attached as Exhibit 99.1 hereto. The
Charter is incorporated herein by reference.
Exhibit No. Document
99.1 Charter of the Compensation Committee of the Board of
Directors of Emerging Vision, Inc.
[Signature on following page]
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SIGNATURE
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.
EMERGING VISION, INC.
By: /s/ Christopher G. Payan
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Name: Christopher G. Payan
Title: Chief Executive Officer
Date: December 28, 2004
Exhibit 99.1
EMERGING VISION, INC.
COMPENSATION COMMITTEE CHARTER
Committee Membership
The Compensation Committee (the "Committee") of the Board of Directors (the
"Board") of Emerging Vision, Inc. (the "Company") shall consist solely of three
or more members of the Board, each of whom the Board has determined has no other
material relationship with the Company, and each of whom is otherwise
"independent" under the rules of the NASDAQ Stock Market.
Members shall serve at the pleasure of the Board, and for such term or
terms as the Board may determine. A member of the Committee may be removed by a
majority of the Board, at any time, and for any reason, including, without
limitation, based upon a finding that a Committee member (i) no longer meets the
definition of "independent" under the then prevailing listing rules of the
NASDAQ Stock Market, (ii) has willfully violated the Company's Code of Ethics
and Conduct (as adopted and amended, from time to time), (iii) has, in the
opinion of the Board, violated his or her fiduciary duty to the Company, (iv)
who is a senior executive officer of the Company whose compensation approval
falls within the purview of the Committee, and who also serves as a member of
the audit, nominating, compensation or governance committee of any corporation
in which such Committee member or member of his or her immediate family is an
officer or director, or (v) has committed an act of moral turpitude or has
committed conduct which would hold the Company up to ridicule or scorn.
Committee Purpose and Responsibilities
The Committee shall have the purpose and direct responsibility to:
1. Review and approve corporate goals and objectives relevant to the
compensation of the Company's Chief Executive Officer ("CEO"), evaluate the
CEO's performance in light of those goals and objectives, and either as a
committee or together with the other independent directors, determine and
approve the CEO's compensation level based on this evaluation. In determining
the long-term incentive component of CEO compensation, the Committee shall
consider, among other factors, the Company's performance and relative
shareholder return, the value of similar incentive awards to CEOs at comparable
companies, the awards given to the CEO in past years, and such other factors as
it may determine;
2. Make recommendations to the Board with respect to non-CEO compensation,
incentive-compensation plans and equity-based plans, oversee the activities of
the individuals and committees responsible for administering these plans, and
discharge any responsibilities imposed on the Committee by any of these plans;
3. Approve any new equity compensation plan or any material change to an
existing plan where shareholder approval has not been obtained and which is to
be submitted for adoption by the shareholders;
4. In consultation with management, oversee regulatory compliance with
respect to compensation matters, including overseeing the Company's policies on
structuring compensation programs to preserve tax deductibility, and, as and
when required, establishing performance goals and certifying that performance
goals have been attained for purposes of Section 162(m) of the Internal Revenue
Code;
5. Make recommendations to the Board with respect to any severance or
similar termination payments proposed to be made to any current or former
executive officer or member of senior management of the Company;
6. Prepare an Annual Report of the Compensation Committee on Executive
Compensation for inclusion in the Company's annual proxy statement in accordance
with applicable SEC rules and regulations;
7. Prepare and issue the evaluation required under "Performance Evaluation"
below;
8. Report to the Board on a regular basis and not less than once a year;
9. Perform any other duties or responsibilities expressly delegated to the
Committee by the Board from time to time relating to the Company's compensation
programs.
Committee Structure and Operations
The Board shall designate one member of the Committee as its chairperson.
In the event of a tie vote on any issue, the chairperson's vote shall decide the
issue. The Committee shall meet at least three times per year at a time and
place determined by the Committee chairperson, with further meetings to occur,
or actions to be taken by unanimous written consent, when deemed necessary or
desirable by the Committee or its chairperson. Members of the Committee may
participate in a meeting of the Committee by means of conference call or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.
The Committee may invite such members of management to its meetings as it
may deem desirable or appropriate, consistent with the maintenance of the
confidentiality of compensation discussions. The CEO should not attend any
meeting where the CEO's performance or compensation are discussed, unless
specifically invited by the Committee.
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Delegation to Subcommittee
The Committee may, in its discretion, delegate all or a portion of its
duties and responsibilities to a subcommittee of the Committee. In particular,
the Committee may delegate the approval of certain transactions to a
subcommittee consisting solely of members of the Committee who are (i)
"Non-Employee Directors" for the purposes of Rule 16b-3 under the Securities
Exchange Act of 1934, as in effect from time to time, and (ii) "outside
directors" for the purposes of Section 162(m) of the Internal Revenue Code, as
in effect from time to time.
Performance Evaluation
The Committee shall prepare and review with the Board an annual performance
evaluation of the Committee, which evaluation shall compare the performance of
the Committee with the requirements of this charter. The performance evaluation
shall also recommend to the Board any improvements to the Committee's charter
deemed necessary or desirable by the Committee. The performance evaluation by
the Committee shall be conducted in such manner as the Committee deems
appropriate. The report to the Board may take the form of an oral report by the
chairperson of the Committee or any other member of the Committee designated by
the Committee to make this report.
Resources and Authority of the Committee
The Committee shall have the resources and authority appropriate to
discharge its duties and responsibilities, including the authority to select,
retain, terminate, and approve the fees and other retention terms of special
counsel or other experts or consultants, as it deems appropriate, without
seeking approval of the Board or management. With respect to compensation
consultants retained to assist in the evaluation of director, CEO or senior
executive compensation, this authority shall be vested solely in the Committee.
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