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): MARCH 29, 2005
CREDIT ACCEPTANCE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Commission File Number 000-20202
Michigan 38-1999511
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
25505 W. TWELVE MILE ROAD, SUITE 3000 48034-8339
SOUTHFIELD, MICHIGAN (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (248) 353-2700
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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.
Named Executive Officer Compensation
On March 29, 2005, the Compensation Committee of the Board of Directors
of Credit Acceptance Corporation (the "Company") approved the payment of
executive bonuses for the year ended December 31, 2004, and determined base
salaries for the 2005 fiscal year for the persons expected to be listed as the
Company's Named Executive Officers in its 2005 annual meeting proxy statement,
in the following amounts:
2004 BONUS (A)
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2004 SHARES OF 2005
BASE RESTRICTED BASE
NAME TITLE SALARY CASH STOCK (B) SALARY (C)
---- ----- ------ ---- --------- ----------
Donald A. Foss Chairman of the Board $ 475,000 $ - - $ 475,000
Brett A. Roberts Chief Executive Officer $ 400,000 $ 566,850 51,347 $ 400,000
Keith P. McCluskey President $ 300,000 $ 453,480 32,800 $ 325,000
Michael W. Knoblauch Chief Operating Officer $ 258,000 $ 283,425 - $ 275,000
Steven M. Jones Chief Analytics Officer $ 225,000 $ 226,740 6,448 $ 240,000
(A) The 2004 cash and restricted stock bonuses were determined in
accordance with the formula determined by the Compensation Committee in
accordance with the Company's Incentive Compensation Plan (the "Plan"),
which was approved by shareholders on May 13, 2004 and previously filed
as Exhibit 10(q) to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2004. The formula, which was previously
disclosed in the Company's 2004 annual meeting proxy statement, is
attached hereto as Exhibit (q)(3) and is incorporated by reference. The
bonus formula was applied to the Company's improvement in economic
profit from 2003 to 2004, and the determination of the actual bonus
amounts based upon the formula were approved by the Compensation
Committee on March 29, 2005.
(B) The number of shares of restricted stock granted was based on the
average of the high and low market prices of the Company's common stock
on March 30, 2005, which was $19.825 per share. The restricted stock
awards were granted pursuant to a restricted stock grant agreement, the
form of which was filed by the Company as Exhibit 10(q)(2) to the
Current Report on Form 8-K dated February 24, 2005 and incorporated
herein by reference. The restricted stock awarded vests in full or in
part based on the Company's satisfaction of certain performance-related
criteria, which are described more fully in the form of restricted
stock grant agreement.
(C) The Compensation Committee, based on a variety of factors, including
individual performance, competitive practices and industry norms, has
reviewed the Company's compensation policy and has set the base
salaries for the executive officers consistent with this policy. Base
salary levels for executive officer are determined by aligning external
labor market information with the executive officer's responsibilities,
skills, and individual performance. Salaries are reviewed annually and
are adjusted based on the recommendation of management.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10(q)(3) Incentive Compensation Bonus Formula approved February 2004
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.
CREDIT ACCEPTANCE CORPORATION
(Registrant)
By: /s/ Kenneth S. Booth
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Kenneth S. Booth
Chief Financial Officer
April 4, 2005
INDEX OF EXHIBITS
EXHIBIT NO. DESCRIPTION
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10(q)(3) Incentive Compensation Bonus Formula approved February 2004