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This excerpt taken from the LUX 6-K filed Mar 14, 2008. Other Board resolutions
The Board of Directors also resolved today to submit to the Ordinary Shareholders’ Meeting of the Company a proposal to authorize a program to repurchase and dispose of up to 18,500,000 of Luxottica’s ordinary shares, representing 4.00 percent of the Company’s issued and outstanding share capital. Included in the authorization requested are 6,434,786 of the Company’s ordinary shares held by Arnette Optics Illusions Inc., a company controlled by Luxottica Group.
The authorization requested at the Ordinary Shareholders’ Meeting of the Company is intended to provide the Company with treasury shares in order to efficiently manage the Company’s capital and to implement the performance share plan to be granted to the Group’s top managers, under the terms described more fully below.
The maximum and minimum price of the share purchases will be equal to the market price of Luxottica’s ordinary shares on the Milan Stock Exchange’s Mercato Telematico Azionario (MTA) on the day preceding the relevant purchase, respectively increased or decreased by 10 percent.
The authorization to purchase ordinary shares is required for a period of 18 months beginning on the date that the Ordinary Shareholders’ Meeting approves the relevant resolution.
The Board of Directors also resolved today to submit to the Ordinary Shareholders’ Meeting a proposal to approve a share incentive plan (the “2008 Performance Shares Plan”) for the Group’s top managers to be identified by the Company’s Board of Directors.
The plan is intended to strengthen the loyalty of the Group’s key employees and to recognize their contributions to the success of the Group on a medium- to long-term basis.
The beneficiaries of the plan will be granted the right to receive ordinary shares of the Company, without consideration, at the end of a three-year vesting period and subject to achievement of certain Group performance targets, to be determined by the Company’s Board of Directors.
The plan will have a term of five years, during which the Board of Directors may resolve to issue different grants to the plan’s beneficiaries. The plan covers a maximum of 6,500,000 ordinary shares of the Company. Each annual grant of performance shares will not exceed 2,000,000 ordinary shares.
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In accordance with Section 2, art. 154 bis of Legislative Decree n. 58/1998 of the Italian Law, Enrico Cavatorta, Luxottica Group’s chief financial officer, confirms that the financial data included in this press release corresponds to that included in the Company’s accounting records.
Luxottica Group is a global leader in eyewear, with over 6,000 optical and sun retail stores in North America, Asia-Pacific, China, South Africa and Europe and a strong brand portfolio that includes Ray-Ban, the best selling sun and prescription eyewear brand in the world, as well as, among others, license brands Bvlgari, Burberry, Chanel, Dolce & Gabbana, Donna Karan, Polo Ralph Lauren, Prada, Salvatore Ferragamo and Versace, and key house brands Oakley, Oliver Peoples, Vogue, Persol, Arnette and REVO. In addition to a global wholesale network that touches 130 countries, the Group manages leading retail brands such as LensCrafters, Pearle Vision and Sunglass Icon, in North America, OPSM and Laubman & Pank in Asia-Pacific, and Sunglass Hut globally. The Group’s products are designed and manufactured in six Italy-based high-quality manufacturing plants and in the only two China-based plants wholly-owned by a premium eyewear manufacturer. For fiscal year 2007, Luxottica Group (NYSE: LUX; MTA: LUX) posted consolidated net sales of €5 billion. Additional information on the Group is available at www.luxottica.com.
Certain statements in this press release may constitute “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Such statements involve risks, uncertainties and other factors that could cause actual results to differ materially from those which are anticipated. Such risks and uncertainties include, but are not limited to, the ability to successfully integrate Oakley’s operations, the ability to realize expected synergies from the merger with Oakley, the ability to successfully introduce and market new products, the ability to maintain an efficient distribution network, the ability to predict future economic conditions and changes in consumer preferences, the ability to achieve and manage growth, the ability to negotiate and maintain favorable license arrangements, the availability of correction alternatives to prescription eyeglasses, fluctuations in exchange rates, the ability to effectively integrate other recently acquired businesses, as well as other political, economic and technological factors and other risks and uncertainties described in our filings with the U.S. Securities and Exchange Commission. These forward-looking statements are made as of the date hereof, and we do not assume any obligation to update them.
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Media Relations:
Carlo Fornaro, Group Corporate Communications Director Tel.: +39 (02) 8633 4062 Email: MediaRelations@luxottica.com
Luca Biondolillo, Head of International Communications Tel.: +39 (02) 8633 4668 Email: LucaBiondolillo@Luxottica.com
Investor Relations:
Alessandra Senici, Group Investor Relations Director Tel.: +39 (02) 8633 4069 Email: Investorrelations@Luxottica.com
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