WEIS MARKETS INC 8-K

What Happened
Weis Markets, Inc. filed an 8-K on Feb 10, 2026 disclosing a new employment agreement with Chairman, President and CEO Jonathan H. Weis that is effective January 1, 2026 and runs through December 31, 2028. The agreement sets a minimum annual base salary of $1,447,819, participation in existing bonus and equity programs, a $4,000,000 term life policy, and post‑termination protections. The company’s Compensation Committee also adopted a new Chief Executive Officer Incentive Award Plan (effective Jan 1, 2026) that links large portions of the CEO’s cash pay to annual net sales and Modified Return on Invested Capital (MROIC) performance and includes retention and performance awards.

Key Details

• Employment term: Jan 1, 2026 – Dec 31, 2028; minimum base salary $1,447,819 (subject to board review).
• Benefits: participation in senior executive bonus/equity plans; $4,000,000 term life insurance; company clawback policy applies.
• Severance/termination: If terminated Without Cause or resigns for Good Reason, Mr. Weis receives accrued pay, continued base salary through the term, and an annual payment each remaining year equal to the highest annual incentive bonus in the prior two years (prorated for partial years). Disability or death triggers 50% base-salary continuation to end of term (plus other specified payments). A Termination for Cause or voluntary resignation (not for Good Reason) generally yields only accrued/vested amounts.
• CEO Incentive Award Plan: retention award = 2.0 × base salary; performance award = 1.0 × base salary contingent on (a) net sales (Threshold 97% / Target 100% / Maximum 103% → 0%/100%/150% payout with interpolation) and (b) MROIC (Threshold 95% / Target 100% / Maximum 110% → 0%/100%/150% payout). Plan awards generally paid after Dec 31, 2028 unless a Without Cause termination or death. Without Cause termination payouts under the Plan: 4.0× base (2026), 5.0× base (2027), 5.5× base (2028). Death payout under the Plan: $3,500,000 to spouse/estate.
• Restrictive covenants: confidentiality and a 4‑year post‑employment non‑compete and non-solicit.

Why It Matters
These arrangements tie a significant portion of the CEO’s compensation to multi-year performance and retention, aligning pay with company sales and return metrics and establishing defined severance and death/disability protections. For investors, the incentives and clawback provisions indicate a focus on multi-year performance and risk management, while the severance and non-compete terms affect executive stability and potential future leadership costs.