Form 8-K/A

Volcom, Inc.

(Registrant)

February 2, 2010

/s/ S. HOBY DARLING

S. Hoby Darling

Senior Vice President, Strategic Development,

General Counsel

8-K/A 1 d8ka.htm FORM 8-K/A Form 8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

December 18, 2009

(Date of earliest event reported)

Volcom, Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-51382

33-0466919

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


1740 Monrovia Avenue, Costa Mesa, California				92627
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (949) 646-2175

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(b) 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))

The following disclosure amends, updates and restates the disclosure contained in Item 5.02 of the Current Report on Form 8-K filed by Volcom, Inc. (“Volcom” or the “Company”) on December 23, 2009.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 18, 2009, the Volcom Compensation Committee (the “Committee”) recommended and the Board of Directors (the “Board”) approved certain compensation arrangements for Volcom’s principal executive officer, principal financial officer, and Volcom’s other named executive officers identified in Volcom’s proxy statement for its 2009 annual meeting of stockholders (the “Named Executive Officers”).

Base Salary

The Board set 2009 annual base salaries for Volcom’s Named Executive Officers in January 2009. The Committee subsequently decreased each Named Executive Officer’s base salary in February 2009 to reflect the economic environment at such time (each a “Decreased Salary”). In May 2009, the Board approved an increase of $6,260 to Mr. Woolcott’s Decreased Salary effective as of March 1, 2009. On December 18, 2009, the Board approved reinstating annual base salaries for the Named Executive Officers to the levels previously approved in January 2009, except that Mr. Woolcott’s re-instated salary included an increase of $2,597 to reflect a portion of the May increase, (the “Salary Re-Instatement”). No other raises from January 2009 levels were approved for the Named Executive Officers. The Salary Re-Instatement is effective as of January 1, 2010.

Based upon the Salary Re-Instatement, the 2010 base salaries for the Named Executive Officers are as follows:


Executive Officer	2010 Base Salary
Richard Woolcott, Chairman and Chief Executive Officer	$	447,017
Jason Steris, President and Chief Operating Officer	$	353,420
Douglas Collier, Executive Vice President, Chief Financial Officer, Secretary and Treasurer	$	336,000
Tom Ruiz, Executive Vice President of Sales	$	336,000
Troy Eckert, Executive Vice President of Marketing	$	336,000

2010 Cash Bonus Plan

Under the 2010 Cash Bonus Plan (the “2010 Plan”), the target bonus opportunity as a percentage of the individual’s base salary remained at the reduced levels set under the 2009 Cash Bonus Plan, as set forth in the table below. In addition, the Compensation Committee has determined to base a specified percentage of the target bonus opportunity for each of Tom D. Ruiz and Troy C. Eckert on individual performance, as set forth in the table below. The Compensation Committee maintained diluted earnings per share (“EPS”) as the performance measure for Company performance under the 2010 Plan and slightly reduced the maximum bonus payable based on EPS performance to 119% of the target bonus opportunity from the reduced 125% level set under the 2009 Cash Bonus Plan. If the Company achieves the target EPS, the payout for this performance metric will be 100% of the target bonus opportunity and, if the Company achieves the threshold EPS, the payout will be 27% of the target bonus opportunity.

The target bonus opportunity as a percent of annual salary and the percent of bonus opportunity based on individual performance and on Company performance for the Named Executive Officers under the 2010 Plan is as follows:


Executive Officer	Target Bonus Opportunity as % of Salary	% of Bonus Opportunity Based on Individual Performance	% of Bonus Opportunity Based on Company Performance
Richard Woolcott	75%	0	100%
Jason Steris	41%	0	100%
Douglas Collier	40%	0	100%
Tom Ruiz	40%	40%	60%
Troy Eckert	40%	40%	60%

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.