UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): January
25, 2007
CAPITAL
CITY BANK GROUP, INC.
(Exact
name of registrant as specified in its charter)
|
Florida
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0-13358
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59-2273542
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(State
of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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217
North Monroe Street, Tallahassee, Florida
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32301
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (850)
671-0300
___________________________________________________
(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 (see General Instruction A.2. below):
[
] 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))
CAPITAL
CITY BANK GROUP, INC.
FORM
8-K
CURRENT
REPORT
Item
5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangement of Certain Officers.
(e) On
January 25, 2007, the Compensation Committee (the “Compensation Committee”) of
the Board of Directors of Capital City Bank Group, Inc. (“CCBG”) established a
new long-term incentive program (the “Program”) for William G. Smith, Jr.,
CCBG’s Chairman, President, and CEO. This Program replaces the Compensation
Committee’s past practice of providing Mr. Smith the opportunity to earn stock
option awards. The Program has been established under CCBG’s 2005 Associate
Incentive Plan.
Pursuant
to the Program, Mr. Smith is eligible to earn Performance Share Units (“Units”),
based on the compound annual growth rate in Diluted Earnings Per Share (“DEPS”)
over a three-year period, with a phased in approach over the next three years.
During
the phase-in period, the base year is 2006. Awards will be based on one-year
compounding in 2007, two year compounding in 2008, and three year compounding
in
2009. Once the phase-in period concludes, the base year will change annually
by
one year. For example, in 2010 the compound annual growth rate in DEPS will
use
a base year of 2007.
The
target award for achieving a 10% compound annual growth rate in DEPS is
$250,000. No award is earned if actual performance is below a 7.5% compound
annual growth rate in DEPS, the minimum performance level. A maximum award
of
$500,000 is earned if the DEPS compound annual growth rate equals or exceeds
12.5%, the maximum performance level. If the compound annual growth rate in
DEPS
is greater than the minimum performance level and less than or equal to the
maximum performance level, then the award will be made on a pro-rata
basis.
The
number of Units that can be earned will be calculated each year based on the
closing price of a share of CCBG’s common stock on the last trading day of the
previous year. As part of the Program, Mr. Smith will also receive a tax
gross-up supplement of 31% of the value of the Units at time of payout. The
tax
gross-up value, however, is part of the total economic value of the award.
The
following table represents the minimum, maximum, and target awards under the
Program for 2007:
|
2007
Program
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DEPS
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Compound
Annual Growth Rate
|
Economic
Value
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Number
of Units to be
Awarded
|
Tax
Gross-Up
(31%)
|
Total
Award
Value
|
|
$1.92
|
7.5
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$0
|
0
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$0
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$0
|
|
|
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$1.97
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10
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$190,832
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5,406
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$59,168
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$250,000
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|
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$2.01
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12.5
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$381,664
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10,812
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$118,336
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$500,000
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The
foregoing summary of the material provisions of the Program does not purport
to
be complete and is qualified in its entirety by reference to Exhibit 10.1 to
this Current Report on Form 8-K.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
Item No.
Description
of Exhibit
SIGNATURES
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.
| CAPITAL CITY BANK GROUP, INC | ||
| |
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| Date: January 31, 2007 | By: | /s/ J. Kimbrough Davis |
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Title:
J.
Kimbrough Davis,
Executive
Vice President
and
Chief Financial Officer
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