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☐ | Definitive Proxy Statement |
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![]() | 933 MacArthur Boulevard Mahwah, New Jersey 07430 |
Meeting Date: | ||
Meeting Time: | 3:00 p.m. local time | |
Location: |
Corporate Headquarters Stage Street Café 933 MacArthur Boulevard Mahwah, New Jersey 07430 |
(1) | to consider the election of |
(2) |
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to consider the approval, bynon-binding advisory vote, of the compensation paid to our named executive officers during fiscal |
(3) | to approve |
(4) | to ratify the appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for the fiscal year ending August |
(5) | to transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. |
BY ORDER OF THE BOARD OF DIRECTORS | ||
By: | /s/ | |
Carrie W. Teffner | ||
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10, 2019
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Ascena Retail Group, Inc. | 1 |
(1) | election of |
(2) |
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to consider the approval, bynon-binding advisory vote, of the compensation paid to our named executive officers during fiscal |
(3) | to approve |
(5) | ratification of the appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for the fiscal year ending August |
(6) | to transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. |
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QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING
How many votes do I have?
Ascena Retail Group, Inc. | 2 | 2019 Proxy Statement |
A majority of the votes cast at the Annual Meeting will elect the threefour nominees to serve as directors. A “majority of the votes cast” means that the number of shares voted “FOR” a nominee for director exceeds the number of votes cast “AGAINST” such nominee;
The proposal to approve amendment Number Two of the Ascena Retail Group, Inc. 2016 Omnibus Incentive Plan, as amended, will be approved if the votes cast in favor of the proposal at the Annual Meeting exceed the votes cast in opposition to the proposal;
Thesay-on-pay proposal will be approved, bynon-binding advisory vote, if the votes cast in favor of the proposal exceed the votes cast in opposition to the proposal;
The proposal to approve thean amendment and restatement ofto the Company’s SecondThird Amended and Restated Certificate of Incorporation as amended,to effect a reverse stock split of the Company's common stock, at a ratio to be determined by the Board, and a corresponding reduction in the Company's authorized shares of common stock, will be approved if the holders of at least 80%a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting vote in favor of the proposal; and
The proposal to ratify the appointment of the Independent Registered Public Accounting Firm will be approved if the votes cast in favor of the proposal at the Annual Meeting exceed the votes cast in opposition to the proposal.
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QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING
Ascena Retail Group, Inc. | 3 | 2019 Proxy Statement |
Cast a new vote by mailing a new proxy card with a later date or by voting via the Internet or telephone on a later date; or
If you hold shares in your name, attend the Annual Meeting and vote in person.
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QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING
Are members of the Board required to attend the Annual Meeting?
Ascena Retail Group, Inc. | 4 | 2019 Proxy Statement |
“Corporate Governance” tab.
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Ascena Retail Group, Inc. | 5 |
Meeting of Stockholders, and appointed Gary D. Begeman to the Board as a member of the class of directors whose terms of office will expire at the 2021 Annual Meeting of Stockholders.
Gender
on Russell 3000 boards increased for the sixth consecutive quarter to approximately 19%; however, it was also noted that less than 40 Russell 3000 companies have achieved gender parity. We are honored to have achieved gender parity on our Board.
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Age Board Tenure in Years
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Ascena Retail Group, Inc. | 6 |
PROPOSAL ONE — ELECTION OF DIRECTORS
Name of Director Nominee and Age | Director Since | |||
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Stacey Rauch, 61 |
| 2017 |
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Age: 53 Director Leadership and Corporate Governance | Background:
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PROPOSAL ONE — ELECTION OF DIRECTORS
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Qualifications: The Board selected Ms. Bayne to serve as a director based on her strong background in consumer strategy, retail and consumer marketing and brand management. |
PAUL KEGLEVIC | |||
Age: 65 Director Since: 2019 | Background: PAUL KEGLEVIC has served on several boards of directors and related committees with experience across multiple industries including retail. Mr. Keglevic currently serves on the boards of directors of PetSmart, Inc.; Stellus Capital Investment Corp., and Bonanza Creek Energy Inc. Prior to his retirement in April 2018, Mr. Keglevic served as Chief Executive Officer (2016 to 2018) and Chief Financial Officer (2008 to 2016) of Energy Future Holdings Corp. Mr. Keglevic was a partner at PricewaterhouseCoopers (“PWC”) from 2002 to 2008 and a member of their U.S. Leadership team. Prior to PWC, Mr. Keglevic was a partner and member of the U.S. Leadership team for Arthur Andersen. | ||
Qualifications: The Board selected Mr. Keglevic to serve as a director based on his finance, merger and acquisition, transactional and governance experience. |
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Ascena Retail Group, Inc. | 7 |
PROPOSAL ONE — ELECTION OF DIRECTORS
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Age: 64 Director Committees: Compensation | Background: KAY KRILL served as Chief Executive Officer of ANN, which was acquired by the Company in August 2015, from 2005 through October 31, 2015, and as President of ANN from 2004 through October 31, 2015. Ms. Krill also served as a member of the Board of Directors of ANN from 2004 until the date that it was acquired by the Company. From 2001 to 2004, Ms. Krill served as President of ANN’s LOFT Division. From 1998 to 2001, Ms. Krill was Executive Vice President, Merchandise and Design of ANN’s LOFT Division. From 1996 to 1998, Ms. Krill served as Senior Vice President, General Merchandise Manager of ANN’s LOFT Division and, from 1994 to 1996, she was Vice President of Merchandising for Ann Taylor. Prior to joining ANN, Ms. Krill held various management positions at several retailers including The Talbots, Inc. and Hartmarx Corporation. Ms. Krill is also on the Breast Cancer Research Foundation Board of Directors, and previously served on the Boards of the National Retail Federation and St. Luke’s School in New Canaan, CT. | |
Qualifications: The Board selected Ms. Krill to serve as a director based on her experience as the |
STACEY RAUCH | ||
Age: 61 Director |
Leadership and Corporate | |
Governance (Chair) Audit |
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PROPOSAL ONE — ELECTION OF DIRECTORS
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STACEY RAUCH has served as thenon-executive Chairman of the board of directors of Fiesta Restaurant Group, Inc. since February 2017, as a director of Fiesta Restaurant Group since 2012, Chair of Fiesta Restaurant Group’s Corporate Governance & Nominating Committee, and as a member of its Compensation Committee. Ms. Rauch is a Director (Senior Partner) Emeritus of McKinsey & Company, from which she retired in September 2010. Ms. Rauch was a leader in McKinsey’s Retail and Consumer Goods Practices, served as the head of the North American Retail and Apparel Practice, and acted as the Global Retail Practice Convener. A24-year veteran of McKinsey, Ms. Rauch led engagements for a wide range of retailers, apparel wholesalers and consumer goods manufacturers in the U.S. and internationally. Her areas of expertise include strategy, organization, marketing, merchandising, omnichannel management, global expansion, and retail store operations. Ms. Rauch was aco-founder of McKinsey’s New Jersey office, and was the first woman at McKinsey appointed as an industry practice leader. Prior to joining McKinsey, Ms. Rauch spent five years in product management for the General Foods Corporation. Ms. Rauch | |
Qualifications: The Board selected Ms. Rauch to serve as a director based on her extensive background in business strategy, marketing, merchandising |
Directors with Terms Expiring in 2020
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Ascena Retail Group, Inc. | 8 |
PROPOSAL ONE — ELECTION OF DIRECTORS
| Director Since |
Kate Buggeln, 58 | 2004 |
David Jaffe, 60 | 2001 |
Carl “Chuck” Rubin, 60 | 2015 |
John L. Welborn, Jr., 42 | 2018 |
KATE BUGGELN | ||
Age: 58 Director
Committees: Leadership and Corporate Governance
Compensation | Background: KATE BUGGELN | |
Qualifications: The Board selected Ms. Buggeln to serve as a director based on her strong background in strategic planning, marketing and new business development. |
DAVID JAFFE | |
Age: 60 Director Since: 2001 | Background: DAVID JAFFE presently serves as a member of the Board, and served as ascena’s CEO from 2002 to May 2019 and as Chairman of the Board from 2016 to 2019. Previously, he had been President from 2002 to 2017, and Vice Chairman and Chief Administrative Officer from 2000 to 2002. Mr. Jaffe joined ascena in 1992 as Vice President, Business Development and became Senior Vice President in 1995, Executive Vice President in 1996 and Vice Chairman in 2000. David is the son of Elliot S. and Roslyn S. Jaffe. Elliot S. Jaffe is a co-founder and Chairman Emeritus. Roslyn S. Jaffe is a co-founder and Director Emeritus for Life. David Jaffe is the brother of Elise Jaffe, a former non-executive officer and a more than 5% stockholder, and Richard Jaffe, a significant holder of ascena’s stock. Mr. Jaffe is a former member of the Board of Directors of The National Retail Federation. |
Qualifications: The Board selected Mr. Jaffe to serve as a director based on his extensive retail and financial background. |
CARL “CHUCK” RUBIN | ||
Age: 60 Director
Committees: Audit (chair) Compensation
| Background: CARL “CHUCK” RUBIN | |
Qualifications: The Board selected Mr. Rubin to serve as a director based on his extensive managerial and operational knowledge of the retail industry and his |
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Ascena Retail Group, Inc. | 9 |
PROPOSAL ONE — ELECTION OF DIRECTORS
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Age: 42 Director Committees: Leadership and Corporate Governance Audit | Background: JOHN L. WELBORN, JR. serves as a Managing Director of Stadium Capital Management, LLC (“Stadium”), an investment advisory firm that focuses on smaller capitalized publicly traded companies in the U.S., Canada and Western Europe. In his role at Stadium, Mr. Welborn has led or supported Stadium’s due diligence across many different industries, including financial services, retail, software and business services. Mr. Welborn joined Stadium in 2000 as an Associate. Prior to joining Stadium, from 1998 to 2000, Mr. Welborn was a Financial Analyst at The Beacon Group, LLC, an investment and advisory firm that is now From 2009-2013, Mr. Welborn was a board observer of West Coast Bancorp. | |
Qualifications: The Board selected Mr. Welborn to serve as a director based on his strong background in capital markets and investment experience. |
Name of Director and Age | Director Since |
Gary D. Begeman, 61 | 2019 |
Gary Muto, 60 | 2019 |
Carrie W. Teffner, 53 | 2018 |
Linda Yaccarino, 56 | 2016 |
GARY D. BEGEMAN | |
Age: 61 Director Since: 2019 | Background: GARY D. BEGEMAN has over 30 years of experience managing the legal support for a broad range of strategic, financing and commercial transactions for public and private companies. He has served as an independent director on boards of directors of a number of privately owned companies including SolAero Technologies Corp. (since November 2018), Toys “R” Us Property Company II, LLC (from August 2017 to December 2018) and Sequa Corporation (from February 2016 to May 2017). He is also Chair and a director of the University of South Dakota Foundation. He was previously Executive Vice President, General Counsel and Secretary of NII Holdings, Inc., a publicly-traded wireless telecommunications company operating in Latin America, from November 2006 to October 2015. From August 2003 to September 2006, Mr. Begeman was Senior Vice President and Deputy General Counsel at Sprint Corporation and before that, he was Vice President and Deputy General Counsel at Nextel Communications. Prior to that, Mr. Begeman was General Counsel at XO Communications, Inc., and was a Partner at the Jones Day law firm, focusing on capital formation and mergers and acquisitions. |
Qualifications: The Board selected Mr. Begeman to serve as a director based on his strong legal background and work with public and private companies. |
GARY MUTO | |
Age: 60 Director Since: 2019 | Background: GARY MUTO serves as a director and our Chief Executive Officer (since 2019) and served as President and Chief Executive Officer - ascena brands from August 2017 to May 2019. Mr. Muto joined ANN INC. (ascena retail group, inc.) in 2008 as President of LOFT. In 2013, he assumed responsibility for leading the AnnTaylor, LOFT and Lou & Grey brands. During the period 1998 to 2007, Mr. Muto held several leadership roles at Gap, Inc., including President of Banana Republic and President of Gap brands. While at Gap, Inc., Mr. Muto also launched the specialty brand, Forth & Towne. |
Qualifications: The Board selected Mr. Muto to serve as a director based on his extensive retail background. |
Ascena Retail Group, Inc. | 10 | 2019 Proxy Statement |
CARRIE W. TEFFNER | |
Age: 53 Director Since: 2018 | Background: CARRIE W. TEFFNER currently serves as our Interim Executive Chair of the Board since May 2019. Ms. Teffner served as Executive Vice President Finance and Strategic Projects of Crocs, Inc. (“Crocs”) from August 2018 to April 2019, and served as Executive Vice President and Chief Financial Officer of Crocs from December 2015 to August 2018. Prior to joining Crocs, Ms. Teffner served as Executive Vice President and Chief Financial Officer of PetSmart, Inc. from 2013 to 2015 until it was sold to BC Partners, where she was responsible for finance and information technology. Ms. Teffner also served as Executive Vice President and Chief Financial Officer of Weber Stephen Products LLC from 2011 to 2013. From 2009 to 2011, Ms. Teffner served as Senior Vice President and Chief Financial Officer of The Timberland Company until it was sold to VF Corporation. Ms. Teffner spent the first 21 years of her career with Sara Lee Corporation where she held various domestic and international positions including divisional and segment Chief Financial Officer and Treasurer. Ms. Teffner also serves as a director and Audit Committee Chair for GameStop Corp. since August 2018. Ms. Teffner served as a director and the Audit Committee Chair for Banfield, The Pet Hospital, from 2014 to 2015, and as a director of Crocs for six months during 2015 prior to her appointment as its Executive Vice President and Chief Financial Officer. Ms. Teffner also served as a director of the nonprofit community revitalization organization, Rebuilding Together, from 2013 to 2019. |
Qualifications: The Board selected Ms. Teffner to serve as a director based on her extensive strategic, financial and operational expertise and background in financial reporting and internal controls for large, publicly held product and retail companies. |
LINDA YACCARINO | |
Age: 56 Director Since: 2016 Committees: Compensation (chair) Leadership and Corporate Governance | Background: LINDA YACCARINO is Chairman, Advertising and Client Partnerships for NBCUniversal, LLC (“NBCUniversal”) since 2011. In this role Ms. Yaccarino oversees all market strategy and advertising revenue totaling nearly $10 billion, for NBCUniversal’s entire portfolio of broadcast, cable and digital assets. Prior to joining NBCUniversal in 2011, she held roles of increasing responsibility from 1996 to 2011 at Turner Broadcast System, Inc. (“Turner”), serving as Executive Vice President and Chief Operating Officer, Turner Entertainment Advertising, Sales and Marketing, and Acquisitions beginning in 2009. Prior to joining Turner, Ms. Yaccarino held various management positions at several media sales outlets. |
Qualifications: The Board selected Ms. Yaccarino to serve as a director based on her extensive digital knowledge, multiplatform consumer engagement background and transformation experience. |
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Ascena Retail Group, Inc. | 11 |
2019?
consult with the Chairman as to an appropriate schedule of Board meetings;
consult with the Chairman regarding, and approve the information, agenda and schedules of, the meetings of the Board;
call meetings of the independent directors, as appropriate;
serve as chairman of the executive sessions of the independent directors;
serve as liaison between the independent directors and the Chairman and between the independent directors and senior management;
ensure that independent directors have adequate opportunities to meet and discuss issues in sessions of the independent directors without management present;
chair the meetings of the Board when the Chairman or CEO is not present;
recommend to the Board the retention of advisors and consultants who report directly to the Board; and
respond to questions and comments from major stockholders that are directed to the Lead Independent Director or to the independent directors as a group, with such consultation with the Chairman and other directors as may be appropriate.
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QUESTIONS AND ANSWERS ABOUT OUR BOARD AND CORPORATE GOVERNANCE MATTERS
Mr. Pearce resigned from the Board effective as of October 4, 2018, and Mr. Lasry resigned from the Board effective as of June 30, 2019.
Ascena Retail Group, Inc. | 12 | 2019 Proxy Statement |
Audit Committee |
| Leadership and Corporate Governance Committee | ||||
Katie J. Bayne |
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Kate Buggeln ![]() | ![]() | ![]() | ||||
David Jaffe | ||||||
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Paul Keglevic | ||||||
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Kay Krill | ![]() | |||||
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Stacey Rauch | ![]() | ![]() | ||||
Carl Rubin ![]() | ![]() | ![]() | ||||
Carrie W. Teffner | ||||||
John L. Welborn, Jr. ![]() | ![]() | ![]() | ||||
Linda Yaccarino | ![]() | ![]() |
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“Corporate Governance” tab.
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QUESTIONS AND ANSWERS ABOUT OUR BOARD AND CORPORATE GOVERNANCE MATTERS
responsibilities, and it has direct access to our independent registered public accounting firm as well as our internal auditors. The Audit Committee has the ability to retain, at our expense, special legal, accounting or other consultants or experts it deems necessary in the performance of its duties. The Audit Committee also prepared the Audit Committee Report for inclusion in the proxy statement. See “Audit Committee Report.” The Board has determined that all members of the Audit Committee are “independent,” as required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the listing standards of The Nasdaq Stock Market and meet the “financial sophistication” requirement within the meanings of The Nasdaq Stock Market rules, and has also determined that Ms. Teffner qualifiesMr. Rubin and Mr. Welborn qualify as an “audit committee financial expert,experts,” as defined in Item 407(d)(5) of RegulationS-K.
Ascena Retail Group, Inc. | 13 | 2019 Proxy Statement |
The Leadership and Corporate Governance Committee utilizes a variety of methods for identifying and evaluating director candidates. Candidates may come to the attention of the Leadership and Corporate Governance Committee through current directors, members of management, stockholders or other persons. From time to time, the Leadership and Corporate Governance Committee may also engage a search firm to assist in identifying potential Board candidates, although no such firm was used to identify any of the director nominees proposed for election at the Annual Meeting. Once the Leadership and Corporate Governance Committee has identified a prospective nominee, the Leadership and Corporate Governance Committee evaluates the prospective nominee against the standards and qualifications set out in the Leadership and Corporate Governance Committee’s charter and the Company’s Corporate Governance Guidelines, including the individual’s potential contributions in providing advice and guidance to the Board and management. The Leadership and Corporate Governance Committee seeks to identify nominees who possess a wide range of experience, skills, areas of expertise, knowledge and business judgment. The Leadership and Corporate Governance Committee evaluates all candidates for director, regardless of the person or firm recommending such candidate. In considering director nominees to stand for election or to fill any vacancy, the Leadership and Corporate Governance Committee and the Board take into account, in addition to such other factors as they deem relevant, such factors as the desirability of selecting directors who are accomplished in their respective fields, with superior credentials and reputation, are believed to have (i) relevant expertise and experience upon the basis of which such person could offer advice and guidance to management and (ii) sufficient time available to devote to the affairs of the Company, are believed to be able to work with the other members of the Board, are believed to be able to represent the long-term interests of the Company’s stockholders as a whole, and are selected with a view to the Board being diverse and representing a range of backgrounds and experience. The Leadership and Corporate Governance Committee and the Board also consider all applicable legal and regulatory requirements, as well as any requirements under the Company’s SecondThird Amended and Restated Certificate of Incorporation, as amended, andby-laws that govern the composition of the Board as from time to time in effect.
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QUESTIONS AND ANSWERS ABOUT OUR BOARD AND CORPORATE GOVERNANCE MATTERS
Corporate Governance Guidelines
independence, (ix) director selection, (x) majority approval vote in uncontested director elections, (xi) director orientation, (xii) director access to officers and employees, (xiii) director responsibilities, (xiv) changes in directors’ principal occupation, position or responsibility, (xv) outside directorships, (xvi) stockholder communications with the Board, (xvii) consideration of director candidates nominated by stockholders, (xviii) director compensation, (xix) restrictions on hedging and pledging transactions, (xx) annual evaluation of the Company’s chief executive officerCEO and succession planning, and (xxi) annual evaluation of the Board.
Ascena Retail Group, Inc. | 14 | 2019 Proxy Statement |
Between 2010 and the third quarter of fiscal 2018, Radford met regularly with the Compensation Committee and provided it with advice regarding the design and implementation of our executive compensation program. Radford’s support during fiscal 2018 included a number of topics, including pay levels and design as well as our ongoing alignment with our compensation philosophy. Management did not specifically recommend Radford, and Radford and its affiliates did not provide any services other than executive compensation consulting services to the Company. The Compensation Committee determined that RadfordSBCG did not have any conflict of interest in its dealings with the Compensation Committee (or the Company). The Compensation Committee made this determination, in part, by reviewing and considering the factors set out by the applicable SEC rules and Nasdaq listing standards addressing compensation advisor conflicts of interest.
In providing its services to the Compensation Committee, with the Compensation Committee’s knowledge, Radford contacted the Company’s management from time to time to obtain data and other information from the Company and worked together with management and its advisor in the development of proposals and alternatives for the Compensation Committee to review and consider.
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QUESTIONS AND ANSWERS ABOUT OUR BOARD AND CORPORATE GOVERNANCE MATTERS
In fiscal 2018, following an extensive search, management retained Willis Towers Watson (“WTW”) to replace Korn Ferry Hay Group, Inc. (“Hay Group”) as their compensation consultant. Hay Group and its affiliates did not provide services other than compensation consulting services to the Company. Hay Group participated in Compensation Committee meetings during the first three quarters of fiscal 2018 and provided retail executive compensation knowledge and expertise and participated in discussions regarding executive compensation, the peer group selection process and executive compensation trends, among other activities. Management expects WTW to provide services similar to those provided by Hay Group. The Compensation Committee has determined that neither WTW nor Hay Group have any conflict of interest in their dealings with management, the Compensation Committee or the Company. This determination was made, in part, by reviewing and considering the factors set out by the applicable SEC rules and Nasdaq listing standards addressing compensation advisor conflicts of interest. In connection with the retention of WTW, the engagement of the Hay Group was discontinued.
How many times did each standing committee meet in fiscal 2018?
2019?
Ascena Retail Group, Inc. | 15 | 2019 Proxy Statement |
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QUESTIONS AND ANSWERS ABOUT OUR BOARD AND CORPORATE GOVERNANCE MATTERS
How are directors compensated?
2019.
Analysis, along with compensation paid to them for their service as executive officers during fiscal 2019.
Fee | ||||
| $ | 80,000 | ||
Annual fees to each committee member (excluding committee chairs) are as follows: | ||||
Audit Committee | $ | 15,000 | ||
Compensation Committee | $ | 12,500 | ||
Leadership and Corporate Governance Committee | $ | 10,000 | ||
Annual fees to the committee chairs and lead independent director are as follows: | ||||
Audit Committee Chair | $ | 25,000 | ||
Compensation Committee Chair | $ | 20,000 | ||
Leadership and Corporate Governance Committee Chair | $ | 15,000 | ||
Lead Independent Director | $ | 30,000 |
Ascena Retail Group, Inc. | 16 | 2019 Proxy Statement |
Director | Number of Restricted Stock Units Granted(1) |
Katie J. Bayne | 24,138 |
Kate Buggeln | 24,138 |
Steven Kirshenbaum(2) | 24,138 |
Katherine Krill | 24,138 |
Marc Lasry(2) | 24,138 |
Randy Pearce(3) | 24,138 |
Stacey Rauch | 24,138 |
Carl Rubin | 24,138 |
Carrie W. Teffner | 24,138 |
John L. Welborn, Jr.(4) | 34,067 |
Linda Yaccarino | 24,138 |
(1) | RSUs granted to non-employee directors in fiscal 2019 vest one year from the grant date. |
(2) | Messrs. Kirshenbaum and Lasry resigned as members of the Board effective as of June 30, 2019. |
(3) | Mr. Peace retired as a member of the Board on October 4, 2018. |
(4) | Mr. Welborn received a pro-rated portion of the reduced fiscal 2018 RSU award, in addition to the reduced fiscal 2019 RSU award. |
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Ascena Retail Group, Inc. | 17 |
Name
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All Other
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Katie Bayne
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90,000
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91,000
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181,00
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Kate Buggeln
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110,000
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91,000
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—
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201,000
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Steven Kirshenbaum
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80,000
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91,000
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—
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171,000
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Kay Krill
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80,000
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91,000
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—
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171,000
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Marc Lasry
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85,000
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91,000
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—
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176,000
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Randy L. Pearce(2)
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147,500
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91,000
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—
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238,500
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Stacey Rauch
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91,250
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91,000
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182,250
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Carl Rubin
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111,250
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91,000
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206,000
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Carrie W. Teffner(3)
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John L. Welborn, Jr.(4)
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3,736
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—
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—
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3,736
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Linda Yaccarino |
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75,426 |
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91,000 |
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193,500 |
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Name(1) | Fees Earned or Paid in Cash ($) | RSU Awards ($)(2) | All Other Compensation ($) | Total ($) |
Katie J. Bayne | 90,000 | 91,000 | — | 181,000 |
Kate Buggeln | 129,863 | 91,000 | — | 220,863 |
Steven Kirshenbaum(3) | 72,444 | 91,000 | — | 163,444 |
Kay Krill | 86,250 | 91,000 | — | 177,250 |
David Jaffe(4) | — | — | — | — |
Marc Lasry(3) | 72,444 | 91,000 | — | 163,444 |
Randy L. Pearce(5) | 23,819 | — | — | 23,819 |
Stacey Rauch | 106,374 | 91,000 | — | 197,374 |
Carl Rubin | 115,653 | 91,000 | — | 206,653 |
Carrie W. Teffner(6) | — | — | — | — |
John L. Welborn, Jr.(7) | 98,956 | 128,432 | — | 227,388 |
Linda Yaccarino | 104,458 | 91,000 | — | 195,458 |
(1) | Messrs. Begeman and Keglevic joined the Board effective September 30, 2019. |
(2) | Reflects the aggregate grant date fair value of RSU awards calculated in accordance with ASC Topic 718. Assumptions used in the valuation of equity based awards are discussed in “Stock-Based Compensation” in Note 17 to the Consolidated Financial Statements in our Annual Report on Form10-K for the fiscal year ended August |
(3) | Messrs. Kirshenbaum and Lasry resigned as members of the Board effective as of June 30, 2019. |
(4) | Compensation received by Mr. Jaffe for his service as a non-employee director during fiscal 2019 following his retirement as an employee of the Company effective June 28, 2019 is reported in the Summary Compensation Table. |
(5) | Mr. Pearce retired as a member of the Board on October 4, 2018. |
(6) | Ms. Teffner |
|
(7) | Mr. Welborn received a pro-rated portion of the reduced fiscal 2018 RSU award, in addition to the reduced fiscal 2019 RSU award. |
Ascena Retail Group, Inc. | 18 | 2019 Proxy Statement |
Name
|
Number of
|
Number of
| ||||||
Katie Bayne
|
|
41,229
|
|
|
—
|
| ||
Kate Buggeln
|
|
40,274
|
|
|
70,002
|
| ||
Steven Kirshenbaum
|
|
36,992
|
|
|
—
|
| ||
Kay Krill
|
|
41,229
|
|
|
—
|
| ||
Marc Lasry
|
|
36,992
|
|
|
—
|
| ||
Randy L. Pearce
|
|
40,274
|
|
|
70,000
|
| ||
Stacey Rauch
|
|
36,992
|
|
|
—
|
| ||
Carl Rubin
|
|
36,992
|
|
|
—
|
| ||
Carrie W. Teffner
|
|
0
|
|
|
—
|
| ||
John L. Welborn
|
|
0
|
|
|
—
|
| ||
Linda Yaccarino
|
|
36,992
|
|
|
—
|
|
Name | Number of RSUs | Number of Options |
Katie J. Bayne | 24,138 | — |
Kate Buggeln | 24,138 | — |
David Jaffe(1) | — | — |
Steven Kirshenbaum | 24,138 | — |
Kay Krill | 24,138 | — |
Marc Lasry | — | — |
Randy L. Pearce | — | — |
Stacey Rauch | 24,138 | — |
Carl Rubin | 24,138 | — |
John L. Welborn, Jr. | 34,067 | — |
Linda Yaccarino | 24,138 | — |
(1) | The aggregate number of outstanding stock options held by Mr. Jaffe are reported in the “Outstanding Equity Awards at Fiscal Year End” table below. |
![]() | ||||
FISCAL 2018 DIRECTOR COMPENSATION TABLE
Guidelines”). In June 2016, the Ownership Guidelines were amended and restated to, among other things, expand the group of persons subject to the Ownership Guidelines to include all members of our leadership team, including each of the Company’s executive officers and presidents of each of the Company’s brands. The Ownership Guidelines with respect to our CEO became effective in September 2011, with respect to ournon-employee directors, became effective on December 7, 2011, and with respect to all such other members of Company leadership, became effective on June 2, 2016. See “Executive Compensation — Compensation Discussion and Analysis — Stock Ownership Guidelines for Executive Officers” below for a discussion of the Ownership Guidelines as amended and restated, with regard to our CEO and all such other members of Company leadership.
leadership, and each NEO’s current progress towards achieving the guidelines.
Ascena Retail Group, Inc. | 19 | 2019 Proxy Statement |
Do you
Do you
![]() | ||||
FISCAL 2018 DIRECTOR COMPENSATION TABLE
![]() | ||||||
Ascena Retail Group, Inc. | 20 |
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Ascena Retail Group, Inc. | 21 |
| ||
| 2019 Proxy Statement |
|
Gary Muto, CEO |
|
Carrie W. Teffner, Interim Executive Chair of the Board |
Dan Lamadrid, EVP and CFO |
Wendy Hufford, SVP, General Counsel and Secretary |
David Jaffe, Former Chairman and CEO |
Robb Giammatteo, Former EVP and CFO |
Brian Lynch, Former President and Chief Operating Officer |
|
|
![]() | ||||||
Ascena Retail Group, Inc. | 22 |
Fiscal 2018 Company Performance
On August 1, 2017 and effectivePortfolio Realignment
Fiscal 2018 represented another challenging year for the retail industry. We, along with manySpecific factors impacting our fiscal 2019 enterprise operational results included increased competition and pricing pressure, our product portfolio that failed to reflect evolving consumer tastes and preferences across all of our peers, were impacted by declining store trafficbrands, and an increasingly promotional selling environment. Key operatingthe relatively high overhead costs embedded in our multi-brand portfolio strategy. We, as a team, understand the imperative of returning to profitability, and we take seriously our commitments to our customers, vendors, and shareholders.
Net sales decreased by 1.1%; and
Operating income improved the first half of fiscal 2019, we identified our Value segment as being particularly vulnerable to $39.7 million comparedsecular trends towards multi-channel retail platforms and evolving consumer tastes. As a result, we made the decision in the second half of fiscal 2019 to sell the maurices brand to an operating lossaffiliate of $1.3 billionOpCapita LLP and use the proceeds to pay down existing loan balances and/or to reinvest in our other brands that we view as having greater potential in the current retail environment. In addition to cash proceeds, we received an approximately 49.6% interest in the OpCapita LLP affiliate that is now the owner of maurices. Following the sale of maurices, we also made the difficult decision to wind-down the operations of dressbarn, which was the first brand of ascena and which was started by our Founder, Roslyn Jaffe, in 1962. The decisions to sell maurices and wind-down dressbarn’s operations were difficult and effectively removed us from the value fashion market; that said, we believe that each decision streamlines our operations, allows for further investment of financial and human capital in higher growth opportunities, and better positions us to deliver long-term value to our shareholders.
Despite these challenges facing the Company and our industry,portfolio realignment, we have made great strides implementingre-focused our “Change for Growth” program over the last twoefforts on creating a more nimble organization and optimizing our existing human capital across our brands. Initiatives focused on reducing our structural costs are expected to contribute an additional $150 million in cumulative realized savings, most of which will be realized in fiscal years. 2020. This focus on nimbleness and efficiency better positions us to deliver on our commitments to our customers, vendors, and shareholders.
Implemented a number of initiatives to reduce our overhead costs, by transitioning certain functions to an independent third-party managed-service provider;
Continued a review of our store fleet with the goal of reducing the number of underperforming stores (through either rent reductions or store closures), in an effort to increase the overall profitabilityalso appointed Carrie W. Teffner as Interim Executive Chair of the remaining store footprintBoard on May 1, 2019. In her role as Interim Executive Chair of the Board, Ms. Teffner works as a thought partner with Mr. Muto in formulating the Company’s go-forward strategy and convert sales from these stores into direct channel sales or to nearby store locations;
Begun to develop new capabilities such as markdown optimization, size pack optimizationAmong other factors, the appointments of Mr. Muto and localized inventory planning;Ms. Teffner make our leadership structure more efficient and
Enhanced optimize brand leadership and integration under our capability to analyze transaction data to support strategic decisions.
From these activities,“one ascena” philosophy, which we realized approximately $135 millionbelieve will be a core driver in cost savingsstabilizing our business. The appointments of Mr. Muto and Ms. Teffner are described in more detail in the section titled “Year of Significant Transition in Company Leadership.”
Also in fiscal 2018, we invested $186 million in capital expenditures, which included spending fornon-routine capital investments such as our omnichannel platform and initiatives identified as part of the Change for Growth program to improve operational efficiencies and enhance our customer-facing capabilities, as well as routine spending in connection with our digital initiatives, digital infrastructure improvement, and our retail store network. Together, these investments will allow our brands to (i) provide customers a seamless experiencein-store and online, (ii) integrate our marketing efforts to increasein-store and online traffic, (iii) improve product availability and fulfillment efficiency, and (iv) enhance our capability to analyze transaction data to support strategic decisions.
Lastly, during fiscal 2018, we completed the expansion of our Riverside, California distribution facility to now include direct channel, as well asbrick-and-mortar distribution.
We believe that ongoing challengesmore detail in the retail industry underscore the importance for thesection titled “Year of Significant Transition in Company to continue to execute against these strategic growth initiatives, and our executive team is committedLeadership.”
Ascena Retail Group, Inc. | 23 | 2019 Proxy Statement |
during 2019:
For the second year in a row, our
![]() | ||||
EXECUTIVE COMPENSATION — COMPENSATION DISCUSSION AND ANALYSIS
Our NEOsMr. Jaffe, did not receive a seasonal cash incentive payout duringfor either the fall 2018 season. or spring 2019 season due to Consolidated ascena Enterprise Operating Income falling below our threshold goals;
|
Long-term
Performance-based LTIP which vestscash long-term incentive plan ("LTIP") awards that vest after 3 years based on our Net IncomeComparable Sales and Adjusted EBITDA performance with a modifier for TSR performance relative Total Stockholder Return performanceto a select group of peers (60% of “steady-state” target weighting; 86% of actual awards for fiscal 2018) and encourages2019). LTIP awards are intended to encourage growth to fund our business and increase stockholder returns; and
Time-vesting stock options whichthat vest over a2-year period (20% of “steady-state” weighting; 14% of actual annual awards to all NEOs in fiscal 2018) and encourages2019). Stock options are intended to encourage a long-term focus on value creation given their7-year exercise term;
InSimilar to last year, in conjunction with the 30% reduction in long-term incentive opportunities for certainthe NEOs in fiscal 2018,(other than Ms. Hufford), time-based restricted stock unitsRSUs were not granted to any of our NEOs (other than Ms. Hufford) during the annual grant cycle to further
Ascena Retail Group, Inc. | 24 | 2019 Proxy Statement |
The first measurement period ofIn October 2019, the Compensation Committee terminated the Company’s Transformation Bonus Program and all outstanding awards under the Transformation Bonus which was granted to our NEOs (other than our CEO) in March 2017 in connection with our Change for Growth program, was triggered at the end of fiscal 2018. The delivered cost savings performance would have resulted in fiscal 2018 payouts equal to 1.56x each participant’s salary (as in effect in March 2017). However, the final earned payout multiples were reduced by half to 0.78x since the Company did not achieve its threshold annual Operating Income level under the seasonal incentive compensation (“IC”) plan for fiscal 2018 (per the terms ofProgram. Additional information about the Transformation Bonus program)Program and the decision to terminate it is provided below under the heading “Transformation Bonus Opportunity”.
PRINCIPLE IMPACT Provide market-competitive opportunities to attract and retain key talent Encourage and reward performance at the individual, brand, and corporate levels Align executives’ interests with those of stockholders✓P Offer total compensation opportunities that are competitive with those offered by similarly-situated companies with which we compete for executive talent. In practice, this results in salary compensation for senior management positions being positioned within a competitive range of the compensation peer group median✓P Balances all aspects of an executive’s responsibilities: base salary forday-to-day responsibilities; seasonal cash incentive bonuses for shorter-term returns linked to semi-annualannual financial performance; and long-term cash and/or equity incentive awards to align executives’ focus with stockholder value creation and the future performance of the Company✓P Results For fiscal 2019, this resulted in compensation delivered in three primary forms: base salary, a seasonal cash incentive bonus,IC bonuses, and long-term incentives, which ensuresLTIP awards and equity incentives. The mix of vehicles is intended to ensure that a significant portion of the total compensation opportunities for our executives are “at risk” based on Company and individual performance✓P Explicitly ties a portion of long-term incentives to the performance of our stock price over a period of several years✓P Encourages retention and a longer-term performance focus though vehicles that carry multi-year performance periods and service-based vesting requirementsAscena Retail Group, Inc.242018 Proxy Statement
EXECUTIVE COMPENSATION — COMPENSATION DISCUSSION AND ANALYSIS
Ascena Retail Group, Inc. | 25 | 2019 Proxy Statement |
What We Do: |
What We Don’t Do: |
![]() | ||||||
Ascena Retail Group, Inc. | 26 |
Element | Purpose | |
Base salary | Provide a fixed component of pay that is aligned with our compensation philosophy and intended to attract and retain executives with the necessary skills and experience to execute on our strategic priorities. | |
Seasonal cash incentive bonuses | Provide a bonus opportunity linked to our seasonal Operating Income performance to drive executives’ focus on our ongoing financial success. | |
| Create an ownership culture among employees, provide an incentive to contribute to the continued growth and development of our business and align the interests of executives with stockholders over a long-term period. | |
Cash LTIP | Focus our executives on the long-term goals and strategic initiatives of the organization and align the interests of executives with stockholders over a long-term period. |
P |
|
P | 86% of the actual fiscal |
P | Nonqualified stock option awards comprised 14% of the |
P | Approximately |
P | We did not grant time-based |
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Ascena Retail Group, Inc. | 27 |
CEO
Other NEOs
We value a strong dialogue with our stockholders and discusspay-related topics fromtime-to-time in order to solicit stockholder feedback during the program design process. Stockholders are invited to express their views or concerns directly to the Compensation Committee or the Board in the manner described above under “How can I communicate with members of the Board”.“say-on-pay” “say-on-pay” proposal). In response to a significant decline in stockholder support for oursay-on-pay vote at our 2015 annual meeting, we initiated significant stockholder outreach in order to obtain input from our stockholders regarding the Company’s executive compensation program. Following this robust engagement process, weprogram and as a result, made several significant changes to our compensation programs (including directly measuring relative totalprograms. We continue to consider stockholder return ininput when making decisions regarding our long-term incentive plan) that have resulted in two consecutiveexecutive compensation programs. In each of the last three years, our say-on-pay results with proposal has received above 90% support.Fiscal 2016 Changes We Made in Response to Stockholder Feedback ✓Expanded Disclosure of Performance Metrics in Proxy Statement ✓Included TSR metric in our LTIP Awards ✓Adopted a Clawback Policy for Section 16 Officers ✓Expanded Stock Ownership Guidelines to Cover all Company LeadershipAscena Retail Group, Inc.272018 Proxy Statement
EXECUTIVE COMPENSATION — COMPENSATION DISCUSSION AND ANALYSIS
Ascena Retail Group, Inc. | 28 | 2019 Proxy Statement |
PARTICIPANTS | ROLE IN THE EXECUTIVE COMPENSATION PROCESS | |
Compensation | • Our Compensation Committee reviews and approves salaries and other compensation of all senior executives of the Company (including the NEOs). • Our Compensation Committee also administers the Omnibus Incentive Plan, and establishes and reviews the achievement of performance goals and other matters relating to the Company’s annual, semi-annual and long-term bonus and incentive plans for senior executives (including the NEOs). | |
Executive Officers | • Mr. Jaffe was our Chairman and CEO at the start of fiscal 2019 and was responsible for making these recommendations for fiscal 2019. • The CFO and | |
Bonus Review Committee | • The Company and • For the fiscal | |
Compensation | • In fiscal 2018, following an extensive search process, the Compensation Committee selected and engaged SBCG as |
Executive compensation market reviews, particularly for our CEO and CFO;
Director compensation benchmarking; and
Incentive design review and consideration of governance factors relative to the market.
![]() | ||||
EXECUTIVE COMPENSATION — COMPENSATION DISCUSSION AND ANALYSIS
The following companies served as our peer group when on-cycle pay decisions were made for fiscal 2018:
Fiscal 2019 Peer Group | |
Abercrombie & Fitch | JC Penney |
American Eagle Outfitters | L Brands |
Bed Bath & Beyond | Ross Stores |
Burlington Coat Factory | Signet Jewelers |
Dick’s Sporting Goods | Tailored Brands |
Foot Locker | Urban Outfitters |
Gap | Williams-Sonoma |
29 | 2019 Proxy Statement |
| ||
Additional Companies Considered When Establishing Mr. Muto’s Pay as CEO | ||
Carter’s | lululemon athletica | |
Chico’s FAS | PVH | |
Express | Ralph Lauren | |
Guess? | Tapestry | |
Levi Strauss |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
This peer group is consistent with the group
2020.
on May 1, 2019 and Gary Muto was elevated to the role of CEO and appointed to the Board of Directors. Mr. Muto had previously served as President and CEO-ascena Brands since August 2017.
Ascena Retail Group, Inc. | 30 | 2019 Proxy Statement |
Overall Company performance during the year;
Mr. Jaffe’s performance during the year and ongoing contributions to the Company’s success; and
Competitive pay levels within the Company’s peer group.
The Compensation Committee reviews Mr. Jaffe’s compensation opportunity annually within the context of Company and individual performance, market pay trends, internal pay equity, and the Company’s compensation philosophy. As in prior years, the Compensation Committee placed significant emphasis on “at risk” compensation elements in fiscal 2018. Additionally, Mr. Jaffe’s target and realized compensation during the year was reflectivefirst day of the challenges the Company faced and is aligned with our strongpay-for-performance focus.fiscal year. Key elements of his fiscal 20182019 compensation include:
• | Base salary was maintained at |
Mr. Jaffe’s target seasonal bonus opportunities as a percentage of salary did not change in fiscal 2018. Additionally, OI2019. Consolidated ascena Enterprise Operating Income achievement below threshold for the fall season and between threshold and target for the spring seasonseasons resulted in a below targetno annual incentive compensation ("IC") payout equivalent to approximately 26% of his annual target for Mr. Jaffe in fiscal 2018.2019. Further, he did not realize any value from the vesting of performance-based long-term cash incentives afteras the Compensation Committee applied discretion to reduce the payout of the FY18 LTIP;FY19 cash LTIP award threshold goals were not achieved; and
• | As with |
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Ascena Retail Group, Inc. | 31 |
EXECUTIVE COMPENSATION — COMPENSATION DISCUSSION AND ANALYSIS
Below
3-Year2019 and a target opportunity under the Company’s IC program of 150% of base salary. Ms. Teffner’s fiscal 2019 IC payout was pro-rated for her partial year of service as an employee;
the Appointment Grant is intended to align Ms. Teffner's incentive opportunity directly with the value realized by our stockholders. The Appointment Grant is discussed in further detail in the ”Long-Term Incentive Award Section”.
The market competitiveness of salaries;
The individual performance and potential of each NEO; and
The overall performance of the organization.
Named Executive Officer
| Title
| 2017 Base
| 2018 Base
| % Increase
| |||||||||||||
David Jaffe
| CEO
|
| 1,000,000
|
|
| 1,000,000
|
|
| 0.0%
|
| |||||||
Robb Giammatteo
| CFO
|
| 500,000
|
|
| 500,000
|
|
| 0.0%
|
| |||||||
Brian Lynch
| President & COO
|
| 950,500
|
|
| 1,000,000
|
|
| 5.2%
|
| |||||||
Gary Muto(1)
| President &CEO-ascena Brands
|
| NA
|
|
| 1,000,000
|
|
| NA
|
| |||||||
John Pershing
| CHRO
|
| 551,250
|
|
| 551,250
|
|
| 0.0%
|
|
|
2019.
![]() | ||||
EXECUTIVE COMPENSATION — COMPENSATION DISCUSSION AND ANALYSIS
entirely“at-risk” “at-risk” and any earned payouts are solely dependent on Company performance. We structure the Company’s incentive bonus plansThe IC program in effect for fiscal 2019 was designed to encourage the achievement of our seasonal performance that exceedsobjectives whereby payouts under the program are earned based on the achievement of challenging seasonal financial goals. The performance goals established byfor the Compensation Committee. The incentive bonus plans helpfiscal 2019 seasonal IC programs were intended to focus our NEOs on key financial objectives and business drivers, which we believe will support our financial performance, improve our overall operations and increase in stockholder value. Each of our NEOs participated in the IC program in fiscal 2018.
2019.
financial performance goals.
Ascena Retail Group, Inc. | 32 | 2019 Proxy Statement |
Individual Targets Individual Base Salary Individual Target Percentage Individual Target measurement and Payout 50% Fall Season 50% Spring Season Operating Income Achievement Operating Income Achievement Final Payout Factor Up to 200% Up to 200% Up to 200%
Participants | Operating Income Weighting | Measurement Detail |
CEO: David Jaffe (until retirement) | 100% Consolidated ascena Enterprise | Consolidated Operating Income for the overall business (“Consolidated ascena Enterprise” results) |
Other NEOs (other than Ms. Hufford): Gary Muto, Rob Giammatteo, Brian Lynch | 50% Consolidated ascena Enterprise; 50% Segment/ Brand | Blend of Consolidated ascena Enterprise results and the weighted average of Segment/ Brand results (“Segment/ Brand” results) |
Dan Lamadrid | 100% Segment/ Brand | Weighted average of Segment/ Brand results |
Wendy Hufford | N/A | Receives 100% IC payout for both seasons in fiscal 2019 in accordance with offer letter |
![]() | ||||
EXECUTIVE COMPENSATION — COMPENSATION DISCUSSION AND ANALYSIS
Ascena Retail Group, Inc. | 33 | 2019 Proxy Statement |
Named Executive Officer
| Annual Target Opportunity (as a % of Base Salary)
| Annual Maximum Opportunity (as a % of Base Salary)
| Portion Allocated to Fall Season (50% of Target)
| Portion Allocated to Spring Season (50% of Target)
| ||||||||||||||||
David Jaffe
|
| 150
| %
|
| 300
| %
|
| 75
| %
|
| 75
| %
| ||||||||
Robb Giammatteo
|
| 75
| %
|
| 150
| %
|
| 38
| %
|
| 38
| %
| ||||||||
Brian Lynch
|
| 125
| %
|
| 250
| %
|
| 63
| %
|
| 63
| %
| ||||||||
Gary Muto
|
| 125
| %
|
| 250
| %
|
| 63
| %
|
| 63
| %
| ||||||||
John Pershing
|
| 75
| %
|
| 150
| %
|
| 38
| %
|
| 38
| %
|
Named Executive Officer | Threshold Payout Opportunity (as a % of Base Salary) | Annual Target Opportunity (as a % of Base Salary) | Annual Maximum Opportunity (as a % of Base Salary) | Portion Allocated to Fall Season (50% of Target) | Portion Allocated to Spring Season (50% of Target) |
Gary Muto | 37.50 | 150 | 300 | 75% | 75% |
Carrie W. Teffner | 37.50 | 150 | 300 | 75% | 75% |
Dan Lamadrid | 15 | 60 | 120 | 30% | 30% |
Wendy Hufford | 15 | 60 | 120 | 30% | 30% |
David Jaffe | 37.50 | 150 | 300 | 75% | 75% |
Robb Giammatteo | 18.75 | 75 | 150 | 37.50% | 37.50% |
Brian Lynch | 31.25 | 125 | 250 | 62.50% | 62.50% |
Due
Fiscal 2018 Fall Bonus:
| Threshold OI Performance (50% Payout)
| Target OI Performance (100% Payout)
| Maximum OI Performance (200% Payout)
| Actual OI
| % of
| Payout (% Target)
| ||||||||||||||||||||||||
Corporate Performance
|
| 65,000
|
|
| 91,600
|
|
| 109,900
|
|
| 57,341
|
|
| 62.6
| %
|
| 0.00
| %
|
Fiscal 2018 — Spring Performance
The Compensation Committee approved spring seasonal targets that set the threshold payout at 50% of target (versus 25% of target in the spring 2017 plan).
Our spring 2018 performancebelow-threshold Consolidated ascena Enterprise results, resulted in a payout just above threshold:
Fiscal 2018 Spring Bonus:
| Threshold OI Performance (50% Payout)
| Target OI Performance (100% Payout) ($000)
| Maximum OI Performance (200% Payout)
| Actual OI Achieved ($000)
| % of Target Achieved
| Payout (% Target)
| ||||||||||||||||||
Corporate Performance
|
| 74,395
|
|
| 99,029
|
|
| 173,202
|
|
| 75,204
|
|
| 75.94
| %
|
| 51.64
| %
|
threshold for the rest of our NEOs (other than Ms. Hufford). Ms. Hufford received a payout of 100% of target for the fall season in accordance with her offer letter.
Fiscal 2019 Fall Bonus | Threshold OI Performance (25% Payout) ($000) | Target OI Performance (100% Payout) ($000) | Maximum OI Performance (200% Payout) ($000) | Actual OI Achieved ($000) | % of Target Achieved | Payout (% Target) |
Consolidated ascena Enterprise Performance (100% of IC for Mr. Jaffe and 50% of IC for all other NEOs) | 6,600 | 31,800 | 47,500 | 6,200 | 0 | 0 |
Fiscal 2019 Spring Bonus | Threshold OI Performance (25% Payout) ($000) | Target OI Performance (100% Payout) ($000) | Maximum OI Performance (200% Payout) ($000) | Actual OI Achieved ($000) | % of Target Achieved | Payout (% Target) |
Consolidated ascena Enterprise Performance (100% of IC for Mr. Jaffe and 50% of IC for all other NEOs) | 41,200 | 80,200 | 124,700 | (43,900) | 0 | 0 |
Fiscal 2018 Bonus Payments:
| Fall OI Earned
| Spring
| Total Bonus
| ||||||||||||
David Jaffe
| $
| 0
|
| $
| 387,300
|
| $
| 387,300
|
| ||||||
Robb Giammatteo
| $
| 0
|
| $
| 96,825
|
| $
| 96,825
|
| ||||||
Brian Lynch
| $
| 0
|
| $
| 322,750
|
| $
| 322,750
|
| ||||||
Gary Muto
| $
| 0
|
| $
| 322,750
|
| $
| 322,750
|
| ||||||
John Pershing
| $
| 0
|
| $
| 106,750
|
| $
| 106,750
|
|
![]() | ||||||
Ascena Retail Group, Inc. | 34 |
EXECUTIVE COMPENSATION — COMPENSATION DISCUSSION AND ANALYSIS
Fiscal 2019 Bonus Payments | Fall OI Earned Payment ($) | Spring OI Earned Payment ($) | Total Fiscal 2019 Seasonal Bonus Payments |
Gary Muto | 193,443 | — | 193,443 |
Carrie W. Teffner | N/A | — | — |
Dan Lamadrid | 98,850 | — | 98,850 |
Wendy Hufford | 120,000 | 120,000 | 240,000 |
David Jaffe | — | — | — |
Robb Giammatteo | 69,640 | — | 69,640 |
Brian Lynch | 193,443 | — | 193,443 |
Lamadrid
Ascena Retail Group, Inc. | 35 | 2019 Proxy Statement |
Reward Vehicle | Key Program Components | ||
Performance-Based Cash LTIP Awards 86% of fiscal | • Cash-settled performance-based units with a three-year performance cycle • Payout | ||
Nonqualified Stock Options 14% of fiscal | • Time-vested stock options, generally vesting 50% per year over 2 years • Exercise price is equal to the fair market value of our common stock on the grant date (defined as the average of the high and low Company stock price on the date of grant) • Value realized at exercise depends on stock price appreciation • 7-year term (for stock options granted on or after December 11, 2012) |
![]() | ||||||
Ascena Retail Group, Inc. | 36 |
EXECUTIVE COMPENSATION — COMPENSATION DISCUSSION AND ANALYSIS
Award Determination for Messrs. Lynch and Muto
In recognition of their promotions effective August 1, 2017, the Committee determined that the fiscal 2018 long-term incentive awards granted to Messrs. Lynch and Muto in fiscal 2018 would not be reduced. However, to align with the mix of awards delivered to other NEOs, the awards to Messrs. Lynch and Muto were delivered 86% in the form of performance-based awards tied to net income and total shareholder return goals and 14% in the form of stock options.
Further, in recognition of their criticality to the organization to reinvigoratetop-line growth, enhance the Company’s culture of performance and accountability, and focus on the creation of sustainable stockholder value, as well as the increased scope of their roles, the Compensation Committee elected to makeone-time, promotional grants of 1,000,000 RSUs to each of Messrs. Lynch and Muto on September 27, 2017 (the same day as our annual equity grants). These promotional grants feature3-year, back-loaded vesting (vesting 50% on June 30, 2019 and June 30, 2020) intended to retain Messrs. Lynch and Muto and to ensure they continue to lead the Company through its ongoing transformational phase.
options, and 20% time-vesting RSUs.
Test and his outstanding and unvested RSUs became fully vested and his outstanding stock options will continue to vest in accordance with their terms.
NEO | Stock Options Granted(1) | Restricted Stock Units Granted(2) | Performance Stock Unit Granted |
Gary Muto | 2,874,337(3) | — | 1,957,627 |
Carrie W. Teffner | 750,000(4) | 24,138 | 533,898 |
Dan Lamadrid | 14,175 | — | — |
Wendy Hufford | 13,731 | 30,239 | — |
David Jaffe | 311,383 | — | — |
Robb Giammatteo | 37,301 | — | — |
Brian Lynch | 124,337 | — | — |
(1) | ![]() | |||
EXECUTIVE COMPENSATION — COMPENSATION DISCUSSION AND ANALYSIS
Fiscal 2018 Equity Awards Granted
NEO
| Stock
| Restricted
| ||||||
David Jaffe
|
| 630,000
|
|
| 0
|
| ||
Robb Giammatteo
|
| 64,433
|
|
| 0
|
| ||
Brian Lynch
|
| 360,825
|
| 1,000,000 | 3 | |||
Gary Muto
|
| 360,825
|
| 1,000,000 | 3 | |||
John Pershing
|
| 71,037
|
|
| 0
|
|
Represents a stock option award made pursuant to the Company’s annual equity grant program, as described above in the Compensation Discussion and Analysis under |
(2) | Represents the number of |
Ascena Retail Group, Inc. | 37 | 2019 Proxy Statement |
(3) | Includes Stock options granted on 10/3/18 as part of the annual LTI grant (124,337 stock options with a grant price of $3.92) and |
|
(4) | Performance-based stock options granted on |
2018,2019, the Company granted the NEOs cash-settled performance-based awards to be paid following the end of the three-year performance period and the Compensation Committee’s certification of the achievement ofpre-established performance goals. Long-Term Incentive Plan (LTIP)Cash LTIP award performance goals are established annually. The performance goals consist of financial measures and a relative TSR measure. The LTIPscash LTIP awards are intended to tie NEO pay opportunities to our long-term financial and stock price performance.20182019 as well as the results of the LTIPscash LTIP awards vesting following the conclusion of fiscal 2018.2019. Please see prior years’ proxies for descriptions of other outstanding LTIP grants.2018: 20202019: FY21 LTIP2018,2019, each NEO (other than Ms. Teffner) received aan annual long-term incentive plan grant under the Omnibus Incentive Plan (the “2020“FY21 LTIP”). The performance period for the 2020FY21 LTIP is fiscal years 20182019 through 2020.2021. Vesting of the 2020FY21 LTIP grants is contingent onupon our average achievement of three one-year Comparable Sales goals over a 2018 Net Income target (50%three-year performance period (25% weighted) and our average achievement of three one-year Adjusted EBITDA growth goals over a three-year TSR relativeperformance period (75% weighted) and is subject to a broader index of companies in the “Specialty Stores” Global Industry Classification Standard group with market capitalization greater than $500 million (50% weighted). relative TSR overall payout modifier.2020three one-year goals for Comparable Sales and Adjusted EBITDA growth at the beginning of the performance period. The goals for the first year of the performance period were established based upon prior year actual results. The goals for subsequent years are determined based on increases over the prior year’s actual results (i.e., goals for the second year are determined based on actual results from the first year of the performance period). The cash LTIP award payout is subject to adjustment based upon the Company’s achievement of TSR relative to a select group of peers (“TSR Peer Group”). The modifier provides that payouts be adjusted to 80% of earned dollars for threshold relative TSR achievement, 100% of earned dollars for target relative TSR achievement, and 120% of earned dollars for maximum TSR achievement, with linear interpolation for results that fall between threshold and target, and target and maximum. Our TSR Peer Group includes several of the companies in our benchmarking peer group as well as additional apparel retailers that are business competitors.In particular, theThe Compensation Committee believestransitioned to establishing one-year goals that are based off prior year results due to theone-year Net Income goal further tied challenges of setting 3-year goals during a period of significant change in our executives’business and brand portfolio. The Comparable Sales and Adjusted EBITDA growth goals tie our executive’s incentive opportunities to the Company’s near-term stabilization,top-line growth as well as profitability, while the longer-term relative TSR goalmodifier ensures alignment with our stockholders’ realization of value.2020value over the three-year performance period.interpolation.interpolation, and are subject to modification based on relative TSR achievement as described above. If performance targets are achieved, any payouts under the 2020FY21 LTIP will be made following the end of fiscal 2020.FY21. Subject to achievement of performance conditions, the 2020FY21 LTIP awards will be settled in cash.Ascena Retail Group, Inc. 38 3520182019 Proxy Statement
EXECUTIVE COMPENSATION — COMPENSATION DISCUSSION AND ANALYSIS
Due to the challenges with setting three-year financial goals in this volatile industry and during our ongoing business transformation, Net Income for the 2020 LTIP was calculated based on fiscal 2018 performance. Based on our performance during the fiscal year, we achieved a payout of 85% under this portion of the 2020 LTIP. However, the final payout for the award is still dependent upon achieving strong relative TSR over the three-year performance period.
Performance Measure
| Performance Range
| Performance Achieved
| ||||||
Threshold
| Target
| Maximum
| ||||||
Net Income (50% weight)
| ($5,000,000) | $13,000,000 | $31,000,000 | 85% | ||||
Relative TSR (50% weight) | 25th Percentile | 60th Percentile | 75th Percentile | To be calculated following completion of3-year performance period
|
Performance Measure | Performance Range | Performance Achieved | |||
Threshold | Target | Maximum | |||
FY Comparable Sales (as % of Prior FY’s Actual Comparable Sales for each of the three one-year period) (25% Weight) | 100% | 102% | 104% | 101.9% | |
EBITDA Growth (75% Weight) | FY2019 EBITDA (as % of prior FY’s actual EBITDA) | 100% | 103% | 111% | 0% |
FY2020 and FY2021 EBITDA (as % of prior FY’s actual EBITDA) | 100% | 107% | 115% | Calculated following the completion of applicable fiscal year |
NEO
| Target
| |||
David Jaffe
| $
| 1,890,000
|
| |
Robb Giammatteo
| $
| 121,875
|
| |
Brian Lynch1
| $ | 361,462 | (1) | |
Gary Muto1
| $ | 2,750,000 | (1) | |
John Pershing
| $
| 155,039
|
|
NEO(1) |
|
Gary Muto | $2,750,000 |
Dan Lamadrid | $115,000 |
David Jaffe | $3,780,000 |
Robb Giammatteo | $345,000 |
Brian Lynch | $856,800 |
(1) | Neither Ms. Hufford nor Ms. Teffner was employed at the time of the FY19 LTIP grant. Mr. Lamadrid received a pro-rated FY19 LTIP grant. |
2019).
Performance Measure
| Performance Range
| Performance
| Payout as % Target
| |||||||||||||||
Threshold
| Target1
| Maximum
| ||||||||||||||||
EBITDA3
| $
| 1.54B
|
| $
| 1.93B
|
| $
| 2.32B
|
| $
| 1.41B
|
| 0%
| |||||
ROI
|
| 35%
|
|
| 40%
|
|
| 50%
|
|
| N/A
|
| Eliminated
|
Performance Measure | Performance Range | Performance Achieved(1) | Payout as % Target | ||
Threshold | Target | Maximum | |||
One Year Adjusted Net Income Goal (50% Weight) | $118.6M | $130.5M | $142.3M | $42.0M | 0 |
Relative Total Shareholder Return Goal (50% Weight) | Top 75% | 50% | Top 25% | 93% | 0 |
|
(1) | ![]() | |||
EXECUTIVE COMPENSATION — COMPENSATION DISCUSSION AND ANALYSIS
Represents |
|
|
|
| ||||||||
|
|
| ||||||||
|
|
|
|
The One Year Adjusted Net Income is defined as the Company’s net income for its 2017 fiscal year (i.e., July 31, 2016 to July 29, 2017) as reported on an adjusted non-GAAP basis in the Company’s year-end earnings release for such fiscal year in
Ascena Retail Group, Inc. | 39 | 2019 Proxy Statement |
NEOs (other than our former CEO, Mr. Jaffe) who were employed at the time the TBP was adopted. Under the Transformation Bonus Program:
Executives (other than the CEO) areTBP, participants were eligible to earn bonus awards payable in cash based upon the achievement of cost reduction targets (“Realized Savings”) from January 1, 2017 to the end of fiscal 2021;
The achievement of Realized Savings will be calculated at the end of fiscal years 2018 through 2021, ensuring a multi-year performance period;
Payouts are calculated based on a multiple of the eligible executive’s base salary in effect on January 1, 2017, which vary by participant from 0.5x to a maximum cumulative multiple of 5.5x over the full performance period;
No bonuses will be paid if Realized Savings do not equal $150 million, nor will any incremental bonuses be paid for Realized Savings in excess of $450 million over the entire performance period;
The amount payable to a participant in any fiscal year is subject to an annual maximum bonus cap which considers both IC payouts and transformation bonus opportunity; and
Payouts in any fiscal year will be reduced by 50% if the Company does not achieve threshold annual Operating Income levels under the IC plan for the relevant fiscal year (fall and spring goals combined).
Thisone-time opportunity with a multi-year performance period was introduced to ensure our key executive talent is continuously motivated to lead our organization toward the realization of significant cost savings in connection with the Change for Growth program.
Following the conclusion of fiscal 2018, the Compensation Committee determined that the Company had met 100% of its tranche 1 goal of $150 million in cumulative Realized Savings and 45% of its tranche 2 goal of $250 million in cumulative Realized Savings. This level of performance resulted in a preliminary earned value equal to 1.56x each participant’s salary in effect as of January 1, 2017.
However, the 2018 earned values were reduced by 50% to equal 0.78x each participant’s salary as in effect as of January 1, 2017 since the Company did not hitachieve its threshold annual Operating Income level under the IC plan for fiscal 2018. TheseUnder the TBP, these earned values arewere scheduled to be payable within 60 days following the end of fiscal 2019.
![]() | ||||||
Ascena Retail Group, Inc. | 40 |
2020
MeasuringAnnual Incentive Compensation Program
Maintaining the 30% reductionprovides additional upside to long-term incentive targets for our NEOs (withif we achieve strong stock price performance and deliver value to our stockholders.
Transitioninggrant date. Subject to Mr. Lamadrid’s continued employment, the full 2021 LTIPPerformance-Based Options will be eligible to3-year goals based upon comparable sales growth and EBITDA growth vest in accordance with a relative TSR modifier
Ascena Retail Group, Inc. | 41 | 2019 Proxy Statement |
Our Board has reviewed and considered whether our compensation programs and policies create risks that are reasonably likely to have a material adverse effect on us. In that regard, we design our programs in a balanced and diversified manner while also creating significant, yet appropriate, incentives for strong performance based on our business and strategic plan.
In most cases, each component of our performance-based compensation program is subject to a limit on the cash paid or the number of shares delivered.
We believe that our compensation programs reflect a balance of short-term, long-term, guaranteed and performance based compensation in order not to encourage excessive risk-taking.
A significant portion of our compensation program includes performance-based compensation with multi-year performance targets and vesting.equity-based compensation. We believe that this helps to ensure that our NEOs and other employees focus on the health of our business and the success of broad performance metrics that will deliver stockholder value over time and discourages excess risk-taking by our NEOs and other employees.
The Compensation Committee also evaluates on a regular basis our overall mix of equity-based incentive awards relative to cash-based incentive awards to align our executives’ incentives with stockholder interests and long-term value.
If a restatement occurs, the Board will look at the incentive compensation paid or awarded in each fiscal year in the three-year period prior to the date the Company is required to prepare the restatement (any year in such three-year period, a “Look-Back Year”).
If the Board determines that incentive compensation has been paid or awarded to a covered person in a Look-Back Year, the Board may, in its sole discretion, regardless of fault, cancel or require repayment of all or a portion of any excess incentive compensation (i.e., the excess of the amount that would have been paid or awarded had such incentive compensation been calculated based on the restatement results).
Ascena Retail Group, Inc.382018 Proxy Statement
EXECUTIVE COMPENSATION — COMPENSATION DISCUSSION AND ANALYSIS
recommendation of the Compensation Committee, the Board adopted stock ownership guidelines for ourthat apply to the CEO (the “Ownership Guidelines”). In June 2016, the Ownership Guidelines were amended and restated to, among other things, expand the group of persons subject to the Ownership Guidelines to include all members of our leadership team, including each of the Company’s executive officers and presidents of each of the Company’s brands. The Ownership Guidelines with respecttable below sets forth the ownership guidelines applicable to ourthe CEO became effective in September 2011, and with respect to all other members of our leadership, became effective in June 2016.
NEO | Stock Ownership Guidelines | ||
CEO | |||
| 6x base salary | ||
All Other NEOs | 1x base salary |
Our
Ascena Retail Group, Inc. | 42 | 2019 Proxy Statement |
“Corporate Governance” tab.
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Ascena Retail Group, Inc. | 43 |
Linda Yaccarino
![]() | ||||||
Ascena Retail Group, Inc. | 44 |
Name
| Year
| Salary
| Bonus
| Stock
| Option
| Non-Equity
| All Other
| Total
| ||||||||||||||||||||||||||||||||
David Jaffe | 2018 | 1,000,000 | 0 | 1,890,000 | 611,100 | 387,300 | 67,951 | 3,956,351 | ||||||||||||||||||||||||||||||||
Chief Executive Officer | 2017 | 1,000,000 | — | 4,644,308 | 917,574 | — | 121,895 | 6,683,777 | ||||||||||||||||||||||||||||||||
| 2016
|
|
| 1,019,231
|
|
| —
|
|
| 1,259,995
|
|
| 1,260,002
|
|
| 1,007,179
|
|
| 81,941
|
|
| 4,628,348
|
| |||||||||||||||||
Robb Giammatteo | 2018 | 500,000 | 0 | 187,500 | 62,500 | 487,450 | 20,600 | 1,258,050 | ||||||||||||||||||||||||||||||||
Executive Vice President and | 2017 | 500,000 | 100,000 | 423,888 | 83,754 | — | 31,461 | 1,139,103 | ||||||||||||||||||||||||||||||||
Chief Financial Officer
|
| 2016
|
|
| 509,615
|
|
| —
|
|
| 81,257
|
|
| 81,250
|
|
| 181,084
|
|
| 25,589
|
|
| 878,795
|
| ||||||||||||||||
Brian Lynch | 2018 | 998,846 | 0 | 3,445,000 | 350,000 | 1,064,938 | 48,700 | 5,907,484 | ||||||||||||||||||||||||||||||||
President and Chief Operating Officer
| 2017 | 936,394 | — | 1,153,413 | 222,745 | — | 107,754 | 2,420,306 | ||||||||||||||||||||||||||||||||
Gary Muto | 2018 | 1,016,026 | 0 | 3,445,000 | 350,000 | 1,104,000 | �� | 33,275 | 5,948,301 | |||||||||||||||||||||||||||||||
President and Chief Executive Officer-ascena Brands
| ||||||||||||||||||||||||||||||||||||||||
John Pershing | 2018 | 551,250 | 0 | 206,719 | 68,906 | 537,414 | 50,199 | 1,414,488 | ||||||||||||||||||||||||||||||||
Executive Vice President and Chief Human Resources Officer
| 2017 | 551,250 | 110,250 | 728,531 | 91,766 | — | 37,954 | 1,519,751 | ||||||||||||||||||||||||||||||||
| 2016
|
|
| 557,812
|
|
| —
|
|
| 103,356
|
|
| 103,360
|
|
| 203,805
|
|
| 41,576
|
|
| 1,009,909
|
|
Name | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(5) | Total ($) |
Gary Muto | 2019 | 1,038,462 | — | 998,390 | 908,820 | 193,443 | 60,826 | 3,199,941 |
CEO | 2018 | 1,016,026 | — | 3,445,000 | 350,000 | 1,104,000 | 33,275 | 5,948,301 |
Carrie W. Teffner | 2019 | 261,538 | — | 363,288 | 187,500 | — | 77,754 | 890,080 |
Interim Executive Chair of the Board | ||||||||
Dan Lamadrid | 2019 | 429,807 | 275,000 | — | 25,232 | 98,851 | 12,584 | 841,474 |
EVP and Chief Financial Officer | ||||||||
Wendy Hufford | 2019 | 338,461 | 340,000 | 55,611 | 54,128 | — | — | 788,200 |
SVP and General Counsel | ||||||||
David Jaffe | 2019 | 837,500 | — | — | 544,920 | — | 586,764 | 1,969,184 |
Former Chief Executive Officer | 2018 | 1,000,000 | — | 1,890,000 | 611,100 | 387,300 | 67,951 | 3,956,351 |
2017 | 1,000,000 | — | 4,644,308 | 917,574 | — | 121,895 | 6,683,777 | |
Robb Giammatteo | 2019 | 603,846 | — | — | 66,396 | 69,640 | 21,192 | 761,074 |
Former EVP and Chief Financial Officer | 2018 | 500,000 | — | 187,500 | 62,500 | 487,450 | 20,600 | 1,258,050 |
2017 | 500,000 | 100,000 | 423,888 | 83,754 | — | 31,461 | 1,139,103 | |
Brian Lynch | 2019 | 876,923 | — | — | 221,320 | 193,443 | 658,602 | 1,950,288 |
Former President and Chief Operating Officer | 2018 | 998,846 | — | 3,445,000 | 350,000 | 1,064,938 | 48,700 | 5,907,484 |
2017 | 936,394 | — | 1,153,413 | 222,745 | — | 107,754 | 2,420,306 |
(1) | Amounts shown reflect the retention bonus paid to Mr. Lamadrid in FY19 and to Ms. Hufford for a sign on bonus ($100,000) and guaranteed FY19 Fall ($120,000) and Spring bonus ($120,000) paid at target. Amounts shown reflect the discretionary bonus paid for |
(2) | For fiscal 2019 stock award grants to Mr. Muto and Ms. Teffner, the amount reflects the aggregate grant date fair value calculated in accordance with FASB ASC Topic 718 of (i) performance-based RSUs granted to Mr. Muto in connection with his promotion to CEO on May 1, 2019 (the “Muto Promotion RSU”), (ii) performance-based RSUs granted to Ms. Teffner in connection with her appointment as Interim Executive Chair of the Board on May 1, 2019 (the “Teffner Appointment RSU”) having an aggregate grant date fair value of $272,288, (iii) time-vested RSUs granted to Ms. Teffner in October 2018 in respect of her service as a non-employee director prior to her appointment as Interim Executive Chair of the Board (the “Teffner Director RSU”) having an aggregate grant date fair value of $91,000 and (iv) time-vested RSUs granted to Ms. Hufford in October 2018 (the “Hufford Annual RSU”). For awards granted in fiscal 2018 and fiscal 2017, the amounts in this column reflect the aggregate grant date fair value calculation in accordance with FASB ASC Topic 718. Assumptions used in the valuation of the Teffner Director RSU, the Hufford Annual RSU and the equity awards granted in fiscal 2018 and fiscal 2017 equity based awards are discussed in “Stock Based Compensation” in Note 17 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended August 3, 2019. The grant date fair value of the Muto Promotion RSU and the Teffner Appointment RSU were derived using a Monte Carlo valuation simulation method, which used the following assumptions: |
Ascena Retail Group, Inc. | 45 | 2019 Proxy Statement |
Grant Date | May 1, 2019 |
Remaining Performance Period | 3.00 years |
Grant Date Closing Price | $1.18 |
Compounded Risk-Free Interest Rate (3.00-yr) | 2.25% |
Historical Volatility (3.00-yr) | 74.22% |
Cost of Equity (Used for Derived Service Period Only) | 13.01% |
(3) | Reflects the aggregate grant date fair value calculation in accordance with FASB ASC Topic 718. Assumptions used in the valuation of equity based awards are discussed in |
|
Grant Date | May 1, 2019 |
Remaining Performance Period | 3.00 years |
Grant Date Closing Price | $1.18 |
Exercise Price | $1.17 |
Contractual Term | 7.00 Years |
Compounded Risk-Free Interest Rate (7.00-yr) | 2.39% |
Historical Volatility (7.00-yr) | 56.41% |
Cost of Equity (Used for Derived Service Period Only) | 13.01% |
(4) | The amounts shown for fiscal |
2019.(5) | We have no defined benefit pension plans. All earnings in our |
![]() | ||||||
Ascena Retail Group, Inc. | 46 |
SUMMARY COMPENSATION TABLE
|
Name
|
Contributions to Executive Defined Accounts
|
Contributions to Executive Non-Qualified
| Payments made for
| Personal Use of
| Total
| ||||||||||||||||||||
David Jaffe
|
| 11,000
|
|
| 39,200
|
| —
|
| 17,751
|
|
| 67,951
|
| ||||||||||||
Robb Giammatteo
|
| 11,000
|
|
| 9,600
|
| —
|
| —
|
|
| 20,600
|
| ||||||||||||
Brian Lynch
|
| 11,000
|
|
| 37,699
|
|
| 48,699
|
| ||||||||||||||||
Gary Muto
|
| 11,000
|
|
| 39,199
|
| —
|
| —
|
|
| 50,199
|
| ||||||||||||
John Pershing
|
| 11,000
|
|
| 22,275
|
| —
|
| —
|
|
| 33,275
|
|
Name | Contributions to Executive Officer’s Defined Contribution Plan Accounts ($) | Contributions to Executive Officer’s Non-Qualified Deferred Compensation Plan Accounts ($) | Personal Use of Company Car Service ($)(1) | Severance Payments ($)(2) | Non-Employee Director Fees Paid in Cash ($)(3) | Total ($) |
Gary Muto | 11,000 | 38,807 | 11,019 | — | — | 60,826 |
Carrie W. Teffner | — | — | — | — | 77,754 | 77,754 |
Dan Lamadrid | 12,884 | — | — | — | — | 12,884 |
Wendy Hufford | — | — | — | — | — | — |
David Jaffe | 11,000 | 58,365 | 15,434 | 494,187 | 7,778 | 586,764 |
Robb Giammatteo | 11,000 | 10,192 | — | — | — | 21,192 |
Brian Lynch | 11,000 | 55,138 | 21,951 | 570,513 | — | 658,602 |
(1) | Represents the aggregate incremental cost to the Company for personal use of Company car |
(2) | For Mr. Jaffe, amounts in this column include cash severance payments totaling $115,384 paid to Mr. Jaffe through the end of fiscal 2019 pursuant to his separation agreement and $31,549 representing the value of accelerated RSUs realized by Mr. Jaffe as of his last date of employment. For Mr. Lynch, amounts in this column represent a lump sum payment of $416,667 paid to Mr. Lynch upon his termination of employment in accordance with his offer letter and cash severance payments totaling $153,846 paid to Mr. Lynch through the end of fiscal 2019 pursuant to his separation agreement. |
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Ascena Retail Group, Inc. | 47 |
Name | Grant Date or | Estimated Future Payouts UnderNon-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares | All Other Option of Secu- rities Unde- | Exercise or Base Price of | Grant Date Fair Value of | |||||||||||||||||||||||||||||||||||||
Perfor- mance Period | Plan* | Thres- hold ($) | Target ($) | Max ($) | Thres- hold ($) | Target ($) | Max ($) | of Stock or Units | rlying Options (#)(4) | Option Awards ($/Sh) | Equity Awards ($) | |||||||||||||||||||||||||||||||||
David Jaffe |
FY18 |
2016 Plan(1) |
|
375,000 |
|
|
1,500,000 |
|
|
3,000,000 |
| |||||||||||||||||||||||||||||||||
9/28/2017 | NQ | 630,000 | 2.44 | 611,100 | ||||||||||||||||||||||||||||||||||||||||
FY20 LTIP | 2016 Plan(2) | 945,000 | 1,890,000 | 3,780,000 | ||||||||||||||||||||||||||||||||||||||||
FY20 LTIP
| 2016 Plan(3)
|
| 945,000
|
|
| 1,890,000
|
|
| 3,780,000
|
| ||||||||||||||||||||||||||||||||||
Robb Giammatteo |
FY18 |
2016 Plan(1) |
|
93,750 |
|
|
375,000 |
|
|
750,000 |
| |||||||||||||||||||||||||||||||||
9/27/2017 | NQ | 64,433 | 2.37 | 62,500 | ||||||||||||||||||||||||||||||||||||||||
FY20 LTIP | 2016 Plan(2) | 93,750 | 187,500 | 375,000 | ||||||||||||||||||||||||||||||||||||||||
FY20 LTIP
| 2016 Plan(3)
|
| 93,750
|
|
| 187,500
|
|
| 375,000
|
| ||||||||||||||||||||||||||||||||||
Brian Lynch |
FY18 |
2016 Plan(1) |
|
312,500 |
|
|
1,250,000 |
|
|
2,500,000 |
| |||||||||||||||||||||||||||||||||
9/27/2017 | NQ | 360,825 | 2.37 | 350,000 | ||||||||||||||||||||||||||||||||||||||||
9/27/2017 | RSU | 1,000,000 | 2,370,000 | |||||||||||||||||||||||||||||||||||||||||
FY20 LTIP | 2016 Plan(2) | 268,750 | 1,075,000 | 2,150,000 | ||||||||||||||||||||||||||||||||||||||||
FY20 LTIP
| 2016 Plan(3)
|
| 268,750
|
|
| 1,075,000
|
|
| 2,150,000
|
| ||||||||||||||||||||||||||||||||||
Gary Muto |
FY18 |
2016 Plan(1) |
|
312,500 |
|
|
1,250,000 |
|
|
2,500,000 |
| |||||||||||||||||||||||||||||||||
9/27/2017 | NQ | 360,825 | 2.37 | 350,000 | ||||||||||||||||||||||||||||||||||||||||
9/27/2017 | RSU | 1,000,000 | 2,370,000 | |||||||||||||||||||||||||||||||||||||||||
FY20 LTIP | 2016 Plan(2) | 268,750 | 1,075,000 | 2,150,000 | ||||||||||||||||||||||||||||||||||||||||
FY20 LTIP | 2016 Plan(3) | 268,750 | 1,075,000 | 2,150,000 | ||||||||||||||||||||||||||||||||||||||||
John Pershing |
FY18 |
2016 Plan(1) |
|
103,359 |
|
|
413,438 |
|
|
826,875 |
| |||||||||||||||||||||||||||||||||
9/27/2017 | NQ | 71,037 | 2.37 | 68,906 | ||||||||||||||||||||||||||||||||||||||||
FY20 LTIP | 2016 Plan(2) | 51,680 | 206,719 | 413,438 | ||||||||||||||||||||||||||||||||||||||||
FY20 LTIP
| 2016 Plan(3)
|
| 51,680
|
|
| 206,719
|
|
| 413,438
|
|
2019:
Grant Date or Performance Period | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/Sh)(4) | Grant Date Fair Value of stock and option awards Equity Awards ($) | ||||||
Name | Plan* | Threshold ($) | Target ($) | Max ($) | Thres-hold ($) | Target ($) | Max ($) | |||||
Gary Muto | 10/3/2018 | NQ | 124,337 | 3.92 | 221,320 | |||||||
5/1/2019 | NQ | 2,750,000 | 1.17 | 687,500 | ||||||||
5/1/2019 | RSU | 1,957,627 | 998,390 | |||||||||
FY19 | Omnibus Incentive Plan(1) | 375,000 | 1,500,000 | 3,000,000 | ||||||||
10/29/2018 | FY21 LTIP(2) | 750,000 | 1,500,000 | 3,000,000 | ||||||||
Carrie W. Teffner | 5/1/2019 | NQ | 750,000 | 1.17 | 187,500 | |||||||
5/1/2019 | RSU | 533,898 | 272,288 | |||||||||
10/22/2018 | RSU | 24,138 | 91,000 | |||||||||
FY19 | Omnibus Incentive Plan(1) | 96,575 | 386,301 | 772,603 | 24,138 | 91,000 | ||||||
Dan Lamadrid | 10/3/2018 | NQ | 14,175 | 3.92 | 25,232 | |||||||
FY19 | Omnibus Incentive Plan(1) | 63,750 | 255,000 | 510,000 | ||||||||
10/29/2018 | FY21 LTIP(2) | 85,500 | 171,000 | 342,000 | ||||||||
Wendy Hufford | 10/3/2018 | NQ | 30,239 | 3.92 | 54,128 | |||||||
10/3/2018 | RSU | 13,731 | 55,610 | |||||||||
FY19 | Omnibus Incentive Plan(1) | 480,000 | ||||||||||
10/29/2018 | FY21 LTIP(2) | 91,200 | 182,400 | 364,800 | ||||||||
David Jaffe(5) | 10/29/2018 | NQ | 311,383 | 3.83 | 544,920 | |||||||
FY19 | Omnibus Incentive Plan(1) | 375,000 | 1,500,000 | 3,000,000 | ||||||||
10/29/2018 | FY21 LTIP(2) | 1,890,000 | 3,780,000 | 7,560,000 | ||||||||
Robb Giammatteo(6) | 10/3/2018 | NQ | 37,301 | 3.92 | 66,396 | |||||||
FY19 | Omnibus Incentive Plan(1) | 112,500 | 450,000 | 900,000 | ||||||||
10/29/2018 | FY21 LTIP(2) | 225,000 | 450,000 | 900,000 | ||||||||
Brian Lynch(7) | 10/3/2018 | NQ | 124,337 | 3.92 | 221,320 | |||||||
FY19 | Omnibus Incentive Plan(1) | 312,500 | 1,250,000 | 2,500,000 | ||||||||
10/29/2018 | FY21 LTIP(2) | 750,000 | 1,500,000 | 3,000,000 |
2016
FY18 LTIP
NQ =Non-qualified stock option (granted under the 2016Omnibus Incentive Plan)
FY20 LTIP = 2020
(1) | Amounts |
Ascena Retail Group, Inc. | 48 | 2019 Proxy Statement |
(2) | Amounts represent the range of dollar values of the |
(3) |
|
(5) | Upon his retirement as an employee of the Company effective June 28, 2019, Mr. Jaffe satisfied the Total Years Test, and as a result, his outstanding stock option awards, including the stock options granted to him on October 29, 2018, will continue to vest in accordance with their terms. Upon his retirement, Mr. Jaffe forfeited the FY21 LTIP award granted to him on October 29, 2018. |
(6) | Upon his departure form the Company effective August 31, 2019, Mr. Giammatteo forfeited the stock option award granted to him on October 3, 2018 and the FY21 LTIP award granted to him on October 28, 2018. |
(7) | Upon his departure from the Company effective May 1, 2019, Mr. Lynch forfeited the stock option award granted to him on October |
Ascena Retail Group, Inc. | 49 | 2019 Proxy Statement |
Option Awards | Stock Awards | |||||||||||
Name and Plan(1) | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | ||
Gary Muto | ||||||||||||
NQ(4) | 10/23/2015 | 142,518 | 12.80 | 10/23/2022 | ||||||||
NQ(5) | 9/21/2016 | 150,943 | 75,472 | 5.56 | 9/21/2023 | |||||||
NQ(6) | 9/27/2017 | 180,412 | 180,413 | 2.37 | 9/27/2024 | |||||||
NQ(7) | 10/3/2018 | 124,337 | 3.92 | 10/3/2025 | ||||||||
NQ(8) | 5/1/2019 | 2,750,000 | 1.17 | 5/1/2026 | ||||||||
RSU(9) | 9/29/2015 | 53,334 | 17,600 | |||||||||
RSU(10) | 9/21/2016 | 24,629 | 8,128 | |||||||||
RSU(11) | 9/27/2017 | 500,000 | 165,000 | |||||||||
RSU(12) | 5/1/2019 | 1,957,627 | 646,017 | |||||||||
FY19 LTIP(13) | 9/21/2016 | 687,500 | ||||||||||
FY20 LTIP(14) | 9/27/2017 | 537,500 | ||||||||||
Carrie W. Teffner | ||||||||||||
NQ(8) | 5/1/2019 | 750,000 | 1.17 | 5/1/2026 | ||||||||
RSU(15) | 10/22/2018 | 24,138 | 7,965 | |||||||||
RSU(12) | 5/1/2019 | 533,898 | 176,186 | |||||||||
Dan Lamadrid | ||||||||||||
NQ(16) | 9/27/2017 | 18,900 | 37,801 | 2.37 | 9/27/2024 | |||||||
NQ(7) | 10/3/2018 | 14,175 | 3.92 | 10/3/2025 | ||||||||
RSU(17) | 9/27/2017 | 14,844 | 4,899 | |||||||||
FY19 LTIP(13) | 9/27/2017 | 28,750 | ||||||||||
FY20 LTIP(14) | 9/27/2017 | 42,500 | ||||||||||
Wendy Hufford | ||||||||||||
NQ(7) | 10/3/2018 | 30,239 | 3.92 | 10/3/2025 | ||||||||
RSU(18) | 10/3/2018 | 13,731 | 4,531 | |||||||||
David Jaffe | ||||||||||||
NQ(4) | 9/24/2009 | 160,000 | 8.84 | 9/24/2019 | ||||||||
NQ(4) | 12/9/2009 | 300,000 | 15.00 | 9/26/2019 | ||||||||
NQ(4) | 9/23/2010 | 160,000 | 11.70 | 9/26/2019 | ||||||||
NQ(4) | 9/23/2010 | 150,000 | 15.00 | 9/26/2019 | ||||||||
NQ(4) | 3/9/2011 | 88,644 | 15.55 | 9/26/2019 | ||||||||
NQ(4) | 9/21/2011 | 160,000 | 13.14 | 9/26/2019 | ||||||||
NQ(4) | 9/20/2012 | 250,000 | 20.79 | 9/26/2019 | ||||||||
NQ(4) | 9/25/2013 | 375,000 | 19.91 | 9/26/2019 | ||||||||
NQ(4) | 9/23/2014 | 465,000 | 14.12 | 9/26/2019 | ||||||||
NQ(4) | 9/16/2015 | 299,288 | 12.39 | 9/26/2019 |
Ascena Retail Group, Inc. | 50 | 2019 Proxy Statement |
Option Awards | Stock Awards | |||||||||||
Name and Plan(1) | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | ||
NQ(5) | 9/21/2016 | 316,951 | 158,476 | 5.56 | 6/28/2023 | |||||||
NQ(6) | 9/28/2017 | 315,000 | 315,000 | 2.44 | 6/28/2023 | |||||||
NQ(19) | 10/29/2018 | 311,383 | 3.83 | 6/28/2023 | ||||||||
Robb Giammatteo | ||||||||||||
NQ(4) | 12/11/2013 | 10,000 | 20.41 | 12/13/2020 | ||||||||
NQ(4) | 9/23/2014 | 15,000 | 14.12 | 9/23/2021 | ||||||||
NQ(4) | 9/29/2015 | 17,779 | 13.48 | 9/29/2022 | ||||||||
NQ(5) | 9/21/2016 | 28,930 | 14,466 | 5.56 | 9/21/2023 | |||||||
NQ(6) | 9/27/2017 | 32,216 | 32,217 | 2.37 | 9/27/2024 | |||||||
NQ(7) | 10/3/2018 | 37,301 | 3.92 | 10/3/2025 | ||||||||
RSU(10) | 9/21/2016 | 4,722 | 1,558 | |||||||||
PRSU(20) | 9/21/2016 | 42,435(21) | 14,003 | |||||||||
FY20 LTIP(14) | 9/27/2017 | 93,750 |
* | Plan/Type of Award: |
(1) | Mr. Lynch forfeited all of his then-outstanding stock option, RSU and LTIP awards upon his departure from the Company on May 1, 2019, which was prior to the end of the Company’s fiscal year. Mr. Giammatteo forfeited all of his outstanding stock option, RSU and LTIP awards upon his departure from the Company on August 3, 2019, which was the last day of the Company’s fiscal year. |
(2) | The amounts in this column equal the number of RSUs indicated in the previous column multiplied by $0.33, which was the closing price of our common stock on August 2, 2019, the last trading day of our 2019 fiscal year. |
(3) | The amounts in this column equal the number of performance-based RSUs or performance share units, as applicable, indicated in the previous column multiplied by $0.33, which was the closing price of our common stock on August 2, 2019, the last trading day of our 2019 fiscal year. |
(4) | This award is fully vested. |
(5) | The remaining stock options related to this award vest on September 21, 2019. |
(6) | The remaining stock options related to this award vest on September 27, 2019. |
(7) | One half of the stock options related to this award vest on each of the first and second anniversaries of the grant date. |
(8) | One quarter of the stock options subject to this award are eligible to vest based on achievement of a $3 stock price hurdle; an additional 25% of the stock options subject to this award are eligible to vest based on achievement of a $5 stock price hurdle; and the remaining 50% of the stock options subject to this award are eligible to vest based on achievement of a $7 stock price hurdle. |
(9) | The remaining RSUs related to this award vest in substantially equal installments on the fourth and fifth anniversaries of the grant date. |
(10) | The remaining RSUs related to this award vest on September 21, 2019. |
(11) | The remaining RSUs related to this award are eligible to vest on June 30, 2020. |
(12) | 25% of the RSUs subject to this award are eligible to vest based on achievement of a $3 stock price hurdle; an additional 25% of the RSUs subject to this award are eligible to vest based on achievement of a $5 stock price hurdle; and the remaining 50% of the RSUs subject to this award are eligible to vest based on achievement of a $7 stock price hurdle. |
Ascena Retail Group, Inc. | 51 | 2019 Proxy Statement |
(13) | For Mr. Muto, the FY19 LTIP award is denominated in cash and, if earned, will be settled in cash. Represents the dollar |
(14) | Represents the dollar value, at threshold, of the portion of the NEO’s FY20 LTIP tied to achievement of the relative TSR metric during the FY20 LTIP |
(15) | ![]() | |||
GRANTS OF PLAN BASED AWARDS IN FISCAL 2018
|
(16) | ![]() | |||
OUTSTANDING EQUITY AWARDS AT FISCALYEAR-END 2018
The following table provides information relating to outstanding equity awards held by the NEOs at August 4, 2018:
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||
Name and Plan
| Grant
| Number of
| Number of
| Option
| Option
| Number
| Market
| Equity
| Equity Shares, Units
| |||||||||||||||||||||||||||||||
David Jaffe | ||||||||||||||||||||||||||||||||||||||||
NQ(3) | 9/18/2008 | 500,000 | 7.50 | 9/18/2018 | ||||||||||||||||||||||||||||||||||||
NQ(3) | 9/24/2009 | 160,000 | 8.84 | 9/24/2019 | ||||||||||||||||||||||||||||||||||||
NQ(3) | 12/9/2009 | 300,000 | 15.00 | 12/9/2019 | ||||||||||||||||||||||||||||||||||||
NQ(3) | 9/23/2010 | 160,000 | 11.70 | 9/23/2020 | ||||||||||||||||||||||||||||||||||||
NQ(3) | 9/23/2010 | 150,000 | 15.00 | 9/23/2020 | ||||||||||||||||||||||||||||||||||||
NQ(3) | 3/9/2011 | 88,644 | 15.55 | 3/9/2021 | ||||||||||||||||||||||||||||||||||||
NQ(3) | 9/21/2011 | 160,000 | 13.14 | 9/21/2021 | ||||||||||||||||||||||||||||||||||||
NQ(3) | 9/20/2012 | 250,000 | 20.79 | 9/20/2022 | ||||||||||||||||||||||||||||||||||||
NQ(3) | 9/25/2013 | 375,000 | 19.91 | 9/25/2020 | ||||||||||||||||||||||||||||||||||||
NQ(4) | 9/23/2014 | 348,750 | 116,250 | 14.12 | 9/23/2021 | |||||||||||||||||||||||||||||||||||
NQ(5) | 9/16/2015 | 199,525 | 99,763 | 12.39 | 9/16/2022 | |||||||||||||||||||||||||||||||||||
NQ(6) | 9/21/2016 | 158,475 | 316,952 | 5.56 | 9/21/2023 | |||||||||||||||||||||||||||||||||||
NQ(7) | 9/28/2017 | 630,000 | 2.44 | 9/28/2023 | ||||||||||||||||||||||||||||||||||||
RSU(12) | 9/16/2015 | 31,388 | 126,180 | |||||||||||||||||||||||||||||||||||||
RSU(13) | 9/21/2016 | 103,438 | 415,821 | |||||||||||||||||||||||||||||||||||||
PRSU(22) | 9/21/2016 | 464,945 | (24) | 1,869,079 | ||||||||||||||||||||||||||||||||||||
FY20 LTIP(25)
| 9/28/2017 | 1,890,000 | ||||||||||||||||||||||||||||||||||||||
Robb Giammatteo | ||||||||||||||||||||||||||||||||||||||||
NQ(3) | 12/11/2013 | 10,000 | 20.41 | 12/11/2020 | ||||||||||||||||||||||||||||||||||||
NQ(4) | 9/23/2014 | 11,250 | 3,750 | 14.12 | 9/23/2021 | |||||||||||||||||||||||||||||||||||
NQ(8) | 9/29/2015 | 11,852 | 5,927 | 13.48 | 9/29/2022 | |||||||||||||||||||||||||||||||||||
NQ() | 9/21/2016 | 14,465 | 28,931 | 5.56 | 9/21/2023 | |||||||||||||||||||||||||||||||||||
NQ(10) | 9/27/2017 | 64,433 | 2.37 | 9/27/2024 | ||||||||||||||||||||||||||||||||||||
RSU(15) | 9/29/2015 | 2,007 | 8,149 | |||||||||||||||||||||||||||||||||||||
RSU(13) | 9/21/2016 | 9,442 | 37,957 | |||||||||||||||||||||||||||||||||||||
PRSU(22) | 9/21/2016 | 42,435 | (24) | 170,589 | ||||||||||||||||||||||||||||||||||||
FY20 LTIP(25)
| 9/27/2017 | 187,500 |
(17) | ![]() | |||
OUTSTANDING EQUITY AWARDS AT FISCALYEAR-END 2018
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||
Name and Plan
| Grant
| Number of
| Number of
| Option
| Option
| Number
| Market
| Equity
| Equity Shares, Units
| |||||||||||||||||||||||||||||||
Brian Lynch | ||||||||||||||||||||||||||||||||||||||||
NQ(9) | 6/3/2015 | 37,500 | 12,500 | 15.19 | 6/3/2022 | |||||||||||||||||||||||||||||||||||
NQ(8) | 9/29/2015 | 35,153 | 17,577 | 13.48 | 9/29/2022 | |||||||||||||||||||||||||||||||||||
NQ(6) | 9/21/2016 | 35,924 | 71,850 | 5.56 | 9/21/2023 | |||||||||||||||||||||||||||||||||||
NQ(10) | 12/7/2016 | 2,545 | 5,093 | 7.51 | 12/7/2023 | |||||||||||||||||||||||||||||||||||
NQ(7) | 9/27/2017 | 360,825 | 2.37 | 9/27/2024 | ||||||||||||||||||||||||||||||||||||
RSU(19) | 6/3/2015 | 15,000 | 60,300 | |||||||||||||||||||||||||||||||||||||
RSU(15) | 9/29/2015 | 5,950 | 23,919 | |||||||||||||||||||||||||||||||||||||
RSU(13) | 9/21/2016 | 23,447 | 94,257 | |||||||||||||||||||||||||||||||||||||
RSU(20) | 12/7/2016 | 1,788 | 7,188 | |||||||||||||||||||||||||||||||||||||
RSU(21) | 12/7/2016 | 5,181 | 20,828 | |||||||||||||||||||||||||||||||||||||
RSU(17) | 9/27/2017 | 1,000,000 | 4,020,000 | |||||||||||||||||||||||||||||||||||||
PRSU(22) | 12/7/2016 | 8,044 | (26) | 32,337 | ||||||||||||||||||||||||||||||||||||
FY19 LTIP(23) | 9/21/2016 | (23) | 428,400 | |||||||||||||||||||||||||||||||||||||
FY20 LTIP(25)
| 9/27/2017 | 1,075,000 | ||||||||||||||||||||||||||||||||||||||
Gary Muto | ||||||||||||||||||||||||||||||||||||||||
NQ(11) | 10/23/2015 | 95,011 | 47,507 | 12.80 | 10/23/2022 | |||||||||||||||||||||||||||||||||||
NQ(6) | 9/21/2016 | 75,471 | 150,943 | 5.56 | 9/21/2023 | |||||||||||||||||||||||||||||||||||
NQ(7) | 9/27/2017 | 360,825 | 2.37 | 9/27/2024 | ||||||||||||||||||||||||||||||||||||
RSU(14) | 9/29/2015 | 80,000 | 321,600 | |||||||||||||||||||||||||||||||||||||
RSU(16) | 10/23/2015 | 15,999 | 64,316 | |||||||||||||||||||||||||||||||||||||
RSU(13) | 9/21/2016 | 49,257 | 198,013 | |||||||||||||||||||||||||||||||||||||
RSU(17) | 9/27/2017 | 1,000,000 | 4,020,000 | |||||||||||||||||||||||||||||||||||||
FY19 LTIP(23) | 9/21/2016 | (23) | 1,375,000 | |||||||||||||||||||||||||||||||||||||
FY20 LTIP(25)
| 1,075,000 | |||||||||||||||||||||||||||||||||||||||
John Pershing | ||||||||||||||||||||||||||||||||||||||||
NQ(3) | 3/9/2011 | 12,500 | 15.55 | 3/9/2021 | ||||||||||||||||||||||||||||||||||||
NQ(3) | 9/21/2011 | 20,000 | 13.14 | 9/21/2021 | ||||||||||||||||||||||||||||||||||||
NQ(3) | 9/20/2012 | 25,000 | 20.79 | 9/20/2022 | ||||||||||||||||||||||||||||||||||||
NQ(3) | 9/25/2013 | 25,000 | 19.91 | 9/25/2020 | ||||||||||||||||||||||||||||||||||||
NQ(4) | 9/23/2014 | 18,750 | 6,250 | 14.12 | 9/23/2021 | |||||||||||||||||||||||||||||||||||
NQ(8) | 9/29/2015 | 15,078 | 7,539 | 13.48 | 9/29/2022 | |||||||||||||||||||||||||||||||||||
NQ(6) | 9/21/2016 | 15,849 | 31,698 | 5.56 | 9/21/2023 | |||||||||||||||||||||||||||||||||||
NQ(7) | 9/27/2017 | 71,037 | 2.37 | 9/27/2024 | ||||||||||||||||||||||||||||||||||||
RSU(15) | 9/29/2015 | 2,553 | 10,263 | |||||||||||||||||||||||||||||||||||||
RSU(13) | 9/21/2016 | 10,345 | 41,587 | |||||||||||||||||||||||||||||||||||||
RSU(18) | 9/21/2016 | 23,707 | 95,302 | |||||||||||||||||||||||||||||||||||||
PRSU(22) | 9/21/2016 | 46,494 | (24) | 186,906 | ||||||||||||||||||||||||||||||||||||
FY20 LTIP(25)
| 9/27/2017 | 206,719 |
|
NQ =Non-qualified stock option (granted under the 2016 Plan)
RSU = Restricted Stock Units (granted under the 2016 Plan)
FY19 LTIP = 20193-Yr Long-term Incentive Plan (granted under the 2016 Plan)
FY20 LTIP = 20203-Yr Long-term Incentive Plan (granted under the 2016 Plan)
(18) | ![]() | |||
OUTSTANDING EQUITY AWARDS AT FISCALYEAR-END 2018
|
|
|
|
|
|
(19) | One half of the stock options |
|
|
|
|
|
|
|
|
|
|
|
|
(20) |
|
|
Represents the number of unvested performance-based restricted stock units granted under our FY19 LTIP program multiplied by $0.33, which was the closing price of our common stock |
|
The number of PRSUs subject to the award was determined by taking the target value of the NEO’s FY19 LTIP and dividing it by the closing price of our common stock on September 19, 2016, which was $8.12. In October 2019, the Compensation Committee certified that the performance goals related to this award were achieved below threshold, resulting in no payout. |
|
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Ascena Retail Group, Inc. | 52 |
Option Awards | Stock Awards(2) | ||||||||||||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(3) | |||||||||||||||||||||
David Jaffe | — | — | 83,120 | 177,080 | |||||||||||||||||||||
Robb Giammatteo | — | — | 6,727 | 14,687 | |||||||||||||||||||||
Brian Lynch | — | — | 38,750 | 100,980 | |||||||||||||||||||||
Gary Muto | — | — | 40,633 | 83,310 | |||||||||||||||||||||
John Pershing | — | — | 59,431 | 129,032 |
Option Awards | Stock Awards(2) | ||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(3) | |
Gary Muto | — | — | 567,293 | 589,830 | |
Carrie W. Teffner | — | — | — | — | |
Dan Lamadrid | — | — | 7,423 | 35,333 | |
Wendy Hufford | — | — | — | — | |
David Jaffe | — | — | 134,826 | 378,804 | |
Robb Giammatteo | — | — | 6,727 | 29,090 | |
Brian Lynch | — | — | 23,747 | 94,945 |
(1) | The value realized upon the exercise of the stock options reflect the number of stock options multiplied by the difference between the closing stock price of our common stock on the date of the exercise and the exercise price of the stock options. |
(2) | Stock Awards include awards of restricted stock |
(3) | The value realized upon vesting of the stock awards is based on the closing stock price of our common stock on the date the awards vested. |
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Ascena Retail Group, Inc. | 53 |
This year, new
| |||||
Jurisdiction | (Employees as of June 1, | ||||
India | 9 | ||||
Hong Kong | 104 | ||||
Korea | 79 | ||||
China | 12 | ||||
TOTAL | 204 |
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Ascena Retail Group, Inc. | 54 |
An employment agreement provides an executive with a time period (or “term”) during which he will be employed byor without cause, subject to any applicable severance provisions, including the Company.
|
|
Executive Severance Plan).
David Jaffe
The Employment Letter provides for an annualreceive a base salary of $1,000,000 per year or such higher salary as may be determined by the Company’s board of directors or the Compensation Committee. The Employment Letter entitles Mr. Jaffeand is eligible to participate in all the Company’s retirement, insurance, and bonus,performance-based incentive and other benefit plans, includingcompensation program at a target level of 150% of Mr. Muto’s base salary (with a maximum payout opportunity of 200% of target, or $3,000,000).
Inperformance-based stock options are eligible to vest if the eventclosing price of the Company’s common stock equals or exceeds $7.00 per share for a 20-consecutive trading day period on or prior to the third anniversary of the grant date (the “$7 Hurdle” and collectively with the $3 Hurdle and $5 Hurdle, the “Hurdles”).
In the event that Mr. Jaffe incurred a Qualifying Termination upon, within the 90 days prior to, or during the 24 months following, in each case, a change in control, under the Employment Letter, Mr. Jaffe is entitled to receive, subjectCompany terminates due to his execution of a release, an amount equal to two times the sum of his base salary and the greater of a) annual target bonus for the year in which the change in control occurs;death or b) average three-year aggregate annual bonus equaling the sum of the two seasonal bonuses paid in each such fiscal year, payable in installments for a period of 24 months following the date of termination. In addition, upon such Qualifying Termination, any stock-based awards not vested immediatelydisability prior to the change in control that are outstanding onsecond anniversary of the change in control date (or outstanding immediately prior to the change in control date for awards not assumed or replaced by the successor) will be deemed vested on the termination date. If the Qualifying Termination occurs during the90-day period before the change in control, any unvested awards that expired on thegrant date of the terminationPromotion Grant, Mr. Muto (or his estate or legal representative, as applicable) will be deemed vestedreceive full vesting of the performance-based RSUs and entitled to payment at fair market value.
Inperformance-based stock options for which the event that Mr. Jaffe incurred a Qualifying Termination (whetherapplicable Hurdle was actually achieved prior to uponhis termination due to death or duringdisability.
In the event that Mr. Jaffe incurred a Qualifying Termination, or his employment terminated by reason of his death or total disability at any time (whether prior to, upon or during the 24 months following a change in control or in the absence of a change in control), under the Employment
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Ascena Retail Group, Inc. | 55 |
EMPLOYMENT LETTERS AND RETIREMENT AGREEMENTS
Letter,
The Employment Letter provided that for a period of one year following his death, Mr. Jaffe’s base salary would continue to be paid to his designated beneficiary or his estate and his covered dependents will be eligible to continued health and medical coverage under COBRA at the active employee rate. The Employment Letter further provided that in the event of Mr. Jaffe’s termination by reason of his total disability, he would receive continued payment of his base salary for one year from the date of termination, and he and his covered dependents would receive continued health and medical coverage under COBRA at the active employee rate through the earlier of such period, the period of Mr. Jaffe’s and/or his covered dependents eligibility for COBRA and Mr. Jaffe becoming eligible under the health and medical insurance coverage of a subsequent employer.
The terms “cause”, “good reason”, “change in control” and “total disability” are defined in the Employment Letter and below. Severance amounts payable under the Employment Letter, except for amounts payable upon Mr. Jaffe’s death, would be subject to a possiblesix-month delay pursuant to Section 409A of the Code. For further information regarding Mr. Jaffe’s employment arrangementscontrol (the “CIC Closing Date Price”) and the paymentsHurdles between which the CIC Closing Date Price falls.
The Employment Letter provides that if Mr. Jaffe receives parachute payments that exceed his threshold amount under Section 280G of the Code, the amount will becut-back to below the 280G threshold amount unless he would be better off receiving the full amount and paying the excise tax under Section 4999 of the Code. The Employment Letter also containsnon-competition andnon-solicitation restrictions effective during the employment term and for one year thereafter as well as a perpetualnon-disparagement restriction.
“Cause” is generally defined in the Employment Letter to include conviction of a crime, intentional and willful failure to satisfactorily perform employment duties reasonably requested by our Board, fraud or embezzlement, gross misconduct or gross negligence that has a substantial adverse effect on the Company or its affiliates, an intentional and willful act or omission which is materially detrimental to our business or reputation, or Mr. Jaffe’s willful breach of the covenants set forth in the Employment Letter (which include covenants not to compete, not to solicit our employees and not to disparage the Company).
“Good Reason” is generally defined in the Employment Letter as the occurrence, without Mr. Jaffe’s consent, of any of the following: a material demotion in his position, job duties or responsibilities; our failure to pay him his compensation or benefits; the relocation of Mr. Jaffe’s principal place of work at least 35 miles from its current location; or any material breach of any of our obligations under his agreement. Mr. Jaffe may terminate his employment for “Good Reason” only if he provides notice to the Company setting forth in reasonable detail the alleged “Good Reason” circumstances or event within 30 days after the occurrence of such event or circumstances and the Company fails to cure such event or circumstances within 60 days after receipt of such notice.
“Change in Control” is generally defined in the Employment Letter as: (a) any “person” (as defined in the Exchange Act) becomes the beneficial owner of 30% or more of the outstanding common stock of the Company (excluding a person that is an affiliate of the Company); (b) a change of a majority of the Board after July 29, 2017 (the “Incumbent Directors”), unless the election of a new director was supported bytwo-thirds of the Incumbent Directors (which includes any new director whose election was supported bytwo-thirds of the Incumbent Directors); (c) the Company adopts a plan of liquidation of all or substantially all of its assets; (d) the Company disposes of all or substantially all of the assets or business of the Company pursuant to a merger, consolidation or other transaction; or (e) the Company combines with another company and is the surviving corporation, but, immediately after the combination, the stockholders of the Company immediately prior to the combination hold, directly or indirectly, 50% or less of the common stock or other ownership interests of the combined company.
“Total Disability” is generally defined in the Employment Letter as Mr. Jaffe being physically or mentally incapacitated such that Mr. Jaffe is incapable of performing his material duties under the Employment Letter for a period of ninety (90) consecutive days or 120non-consecutive days in any12-month period. Receipt of disability benefits under the Company’s long-term disability plan or receipt of Social Security disability benefits is conclusive evidence of Total Disability, or, in the absence of receipt of such benefits, a determination of Total Disability by an impartial physician.
Robb Giammatteo
Mr. Giammatteo has an employment letter with the Company that was entered into on July 25, 2015, which provides that he is entitled to a base salary of at least $500,000 per year, as well as standard Company benefits.
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EMPLOYMENT LETTERS AND RETIREMENT AGREEMENTS
Brian Lynch
In connection with Mr. Lynch’s promotion, Mr. Lynch has an employment letter with the Company dated June 1, 2017, and effective August 1, 2017. The material terms of the employment letter are summarized below.
Mr. Lynch will receive an annual base salary of $1,000,000, and will be considered for an annual performance evaluation beginning in the fall of 2018. Mr. Lynch will continue to be eligible to participate in the Company’s seasonal performance-based incentive compensation program and, beginning with the Fiscal Year 2018 fall season, his target bonus opportunity was increased to 125% of annual base salary, with a maximum annual payout at two times the target level.
Subject to Compensation Committee approval, Mr. Lynch will continue to be eligible to receive annual equity grants effective September 2017 in connection with his promotion to CEO-ascena brands are subject to the form of stock options, RSUs or performance-based awards, and will havefollowing terms:
The employment letter provided for an additionalone-time grant of 1,000,000 restricted stock units effectiveRSUs (“One-Time RSU Grant”) in September 2017, that will vest 50% of which vested on June 30, 2019 and the remaining 50% of which will vest on June 30, 2020, in each case, subject to continued employment through each applicable vesting date.
Gary Muto
In connection with Mr. Muto’s promotion, Mr. Muto has an employment letter with the Company dated June 1, 2017, and effective August 1, 2017. The material terms of the employment letter are summarized below.
Mr. Muto will receive an annual base salary of $1,000,000, and will be considered for an annual performance evaluation beginning in the fall of 2018. Mr. Muto will continue to be eligible to participate in the Company’s seasonal performance-based incentive compensation program and, beginning with the fiscal year 2018 fall season, will have an increased target level equal to 125% of annual base salary, with a maximum annual payout at two times the target level.
Mr. Muto will continue to participate in the Company’s Transformation Bonus Program (see “Compensation Discussion and Analysis – Transformation Bonus Opportunity” for additional details). In connection with his promotion, Mr. Muto will be eligible for a payout equal to an additional multiple of his August 1, 2017 base salary as follows: 0.25 for fiscal 2018; 0.3125 for fiscal 2019; 0.375 for fiscal 2020; and 0.4375 for fiscal 2021.
Mr. Muto was entitled to receive an annual long-term incentive grant effective in or about September 2017 having an estimated total value of $2.5 million, (the “2017 Annual Grant”). The 2017 Annual Grant may consistwhich consisted of stock options, RSUs, performance-based awards or such other incentives as determined by the Company. Awards that are not performance based vest in equal annual installments over a three-year period (“2017 Time-Based Awards”), and awards that are performance based (“2017 Performance-Based Awards”) vest on the third anniversary of the grant date subject to the achievement of the applicable performance goals. Accordingly, ingoals (“2017 Performance-Based Awards”). In September 2017, Mr. Muto received: (i)received a 2017 Time-Based Award consisting of 360,825 stock options, which vests in equal installments on the first and second anniversaries of grant and 2017 Performance-Based Awards consisting of a FY20 LTIP award with a grant date fair value of $1,075,000 subject to a1-year net income goal and a2-year post-performance vesting condition; (ii)condition and a FY20LTIP award with a grant date fair value of $1,075,000 subject to a3-year relative TSR goal; and (iii) an award of 360,825 options, which vests in equal installments on the first and second anniversaries of grant.
Mr. Muto received an additionalone-time grant of 1,000,000 restricted stock units(“One-Time RSU Grant”) in September 2017 that will vest 50% on June 30, 2019 and 50% on June 30, 2020.
The 2017 Annual Grant (i.e., the 2017 Time-Based Awards and 2017 Performance-Based Awards) and theOne-Time RSU Grant generally require continued employment through the vesting date, except that,If, prior to a change in control, if the Company terminates Mr. Muto’s employment without “Cause”“cause” or Mr. Muto resigns for “Good Reason” (in each case, as defined in the employment letter),“good reason,” (i) the next tranche of any then outstanding unvested 2017 Time-Based AwardsAward andOne-Time RSU Grant that is scheduled to vest after suchthe date of termination will vest on the date of such termination and (ii) apro-rata portion of any then outstanding unvested 2017 Performance-Based Awards will vest subject to actual achievement of the applicable performance goals determined after the end of the performance period.
All equity awarded to
Ascena Retail Group, Inc. | 56 | 2019 Proxy Statement |
Effective
Ascena Retail Group, Inc. | 57 | 2019 Proxy Statement |
John Pershing
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Ascena Retail Group, Inc. | 58 |
EMPLOYMENT LETTERS AND
RETIREMENT AGREEMENTS
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Ascena Retail Group, Inc. | 59 |
2019.
12-month salary continuation;
a pro ratapro-rata portion of his/her semi-annual bonus based on actual results;
continued health insurance coverage at the active employee rate for a period up to 12 months; and
12 months of Outplacement Services not to exceed $7,300.
In the case of Mr. Lamadrid and Mr. Giammatteo, each would be entitled to the severance benefits described above in the event his employment is terminated without “cause,” except that each would receive 24 months (and not 12 months) of salary continuation payments. Ms. Teffner is not eligible for severance payments or benefits under the Executive Severance Plan.
a lump sum equal to 1.5 times (or 2 times, in the case of Mr. Muto)Messrs. Muto, Lamadrid and Giammatteo) the sum of annual base salary and the greater of a) annual target bonus for the year in which the CIC occurs; or b) average three-year aggregate annual bonus equaling the sum of the two seasonal bonuses paid in each such fiscal year;
a pro ratapro-rata portion (based on the number of days employed during the applicable performance period from when the separation from service occurs) of the seasonal (semi-annual) bonus based on actual results, payable when other such bonuses are paid;
continued health insurance coverage at the active employee rate for a period of up to 18 months;
in the case of aPost-CIC Termination, full vesting of any unvested equity awards (in the case of aPre-CIC Termination, a lump sum cash equivalent payment equal to the fair market value of the unvested equity awards that were forfeited upon the termination); and
12 months of Outplacement Services not to exceed $7,300.
more than 10%.
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Ascena Retail Group, Inc. | 60 |
2019
The following table shows the executive and Company contributions, earnings and account balances for the NEOs.
Name
| Executive
| Registrant
| Aggregate (Loss)
| Aggregate
|
Aggregate Balance at Last Fiscal Year End ($)
| ||||||||||||||||||||
David Jaffe
|
|
50,000
|
|
|
39,200
|
|
|
2,803,438
|
|
|
0
|
|
|
24,513,168
|
| ||||||||||
Robb Giammatteo
|
|
15,000
|
|
|
9,600
|
|
|
27,012
|
|
|
0
|
|
|
260,655
|
| ||||||||||
Brian Lynch
|
|
49,942
|
|
|
37,700
|
|
|
56,615
|
|
|
0
|
|
|
474,140
|
| ||||||||||
Gary Muto
|
|
58,462
|
|
|
39,199
|
|
|
1,543
|
|
|
0
|
|
|
255,432
|
| ||||||||||
John Pershing |
|
33,075 |
|
|
22,275 |
|
|
18,472 |
|
|
0 |
|
|
316,247 |
|
Name | Executive Contributions in Last Fiscal Year End ($)(1) | Registrant Contributions in Last Fiscal Year End ($)(2) | Aggregate (Loss) Earnings in Last Fiscal Year End ($)(3) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) |
Gary Muto | 60,000 | — | 15,137 | — | 369,376 |
Dan Lamadrid(4) | 26,010 | — | 993 | — | 27,003 |
David Jaffe | 61,240 | — | 333,608 | — | 24,966,381 |
Robert Giammatteo | 17,424 | — | 21,566 | — | 309,836 |
Brian Lynch | 69,655 | — | 51,111 | — | 580,060 |
(1) | All executive contributions represent amounts deferred by each NEO under the Executive Retirement Plan (Ascena’sNon-Qualified Deferred Compensation Plan) and are included as compensation in the Summary Compensation Table under “Salary”, “Bonus” and |
(2) | All registrant contributions are reported under “All Other Compensation” in the Summary Compensation Table. |
(3) | These amounts are not reported in the Summary Compensation Table as the earnings included in this column are based on the investment options selected by the NEO, none of which provide interest above the market rate. |
(4) | Mr. Lamadrid did not meet 401(k) eligibility until 10/1/18 so he contributed up until 12/31/19. |
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Ascena Retail Group, Inc. | 61 |
P | compensation amounts accrued through August |
P | vested account balances under our retirement plan that are generally available to all our salaried employees. |
Provision
|
Base ($)
|
Bonus
|
Health
|
Acceleration of
|
Total ($)
| ||||||||||||||||||||
Termination without Cause or for Good Reason Prior to a Change in Control
|
|
2,000,000
|
(1)
|
|
387,300
|
(4)
|
|
18,764
|
(6)
|
|
—
|
|
|
2,406,064
|
| ||||||||||
Termination without Cause or for Good Reason Upon or Following a Change in Control
|
|
5,000,000
|
(2)
|
|
387,300
|
(4)
|
|
18,764
|
(6)
|
|
1,537,400
|
(5)
|
|
6,943,464 |
| ||||||||||
Change in Control — No Termination
|
|
—
|
|
|
—
|
|
|
—
|
|
|
542,000
|
(5)
|
|
542,000
|
| ||||||||||
Death
|
|
1,000,000
|
(3)
|
|
387,300
|
(4)
|
|
12,509
|
(7)
|
|
542,000
|
(5)
|
|
1,941,809
|
| ||||||||||
Total Disability
|
|
1,000,000
|
(3)
|
|
387,300
|
(4)
|
|
18,764
|
(6)
|
|
542,000
|
(5)
|
|
1,948,064
|
| ||||||||||
Termination for Cause or without Good Reason Prior to a Change in Control
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Provision | Base Salary ($) | Bonus ($)(3) | Health Benefits ($) | Outplacement($) | Acceleration of Equity Awards ($)(6) | Total ($) |
Termination without Cause or for Good Reason Prior to a Change in Control | 2,000,000(1) | 0(3) | 12,351(4) | 10,000 | 165,000(6) | 2,187,351 |
Termination without Cause or for Good Reason Upon or Following a Change in Control | 5,000,000(2) | 0(3) | 18,526(5) | 10,000 | 215,784(7) | 5,244,310 |
Change in Control — No Termination | — | — | — | — | 215,784(7) | 215,784 |
Death or Total Disability | — | — | — | — | 215,784(7) | 215,784 |
Termination for Cause | — | — | — | — | — | — |
(1) | Represents an amount equal to 2 times Mr. |
(2) | Represents an amount equal to 2 times the sum of Mr. |
(3) | Represents |
|
|
|
Represents our payment for the cost of continuation health coverage for 12 months following his termination. |
(5) | Represents our payment for the cost of continuation health coverage for 18 months following his termination. |
![]() | |
(6) | Represents the vesting of the next tranche of RSUs granted to Mr. Muto in respect of his 2017 Time-Vested Awards that are outstanding and unvested at the end of the 2019 fiscal year. No value is attributed to the performance-based RSUs and performance-based stock options granted to Mr. Muto pursuant to his Promotion Grant because the $3 Hurdle was not actually achieved as of the end of fiscal 2019. |
(7) | Represents the vesting of the next tranche of RSUs granted to Mr. Muto in respect of 2017 Time-Vested Awards that are outstanding and unvested at the end of fiscal 2019, as well as the vesting of the remaining time-vested RSUs granted to Mr. Muto that were outstanding at the end of fiscal 2019. No value is attributed to the performance-based RSUs and performance-based stock options granted to Mr. Muto pursuant to his Promotion Grant because the $3 Hurdle was not actually achieved as of the end of fiscal 2019. No value is attributed to the FY17 LTIP awards granted to Mr. Muto because the metrics were not achieved. |
Ascena Retail Group, Inc. | 62 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Provision | Base Salary ($) | Bonus ($) | Health Benefits ($) | Outplacement ($) | Acceleration of Equity Awards ($) | Total ($) |
Termination without Cause Prior to a Change in Control | — | — | — | — | — | — |
Termination without Cause or for Good Reason Upon or Following a Change in Control | — | — | — | — | — | — |
Change in Control — No Termination | — | — | — | — | 7,966(1) | 7,966 |
Death or Disability | — | — | — | — | 7,966(1) | 7,966 |
Termination for Cause | — | — | — | — | — | — |
(1) | Represents the fair market value of our common stock on August 2, 2019, multiplied by the number of unvested time-vesting RSUs held by Ms. Teffner on the last day of the fiscal year that would have become vested had such event occurred on such date. Such RSUs were granted to Ms. Teffner in October 2018 in respect of her service as a non-employee director in fiscal 2019 prior to her appointment as Interim Executive Chair of the Board. No value is attributed to the performance-based RSUs and performance-based stock options granted to Ms. Teffner pursuant to her Appointment Grant because the $3 Hurdle was not actually achieved as of the end of fiscal 2019. |
Provision
| Base Salary
| Bonus
| Health Benefits
| Outplacement ($)
|
Acceleration of Equity Awards
| Total
| ||||||||||||||||||||||||
Termination without Cause Prior to a Change in Control
|
| 500,000
| (1)
|
| 96,825
| (3)
|
| 12,509
| (4)
|
| 7,300
|
|
| 0
|
|
| 616,634
|
| ||||||||||||
Termination for Cause or for Good Reason Upon or Following a Change in Control
|
| 1,312,500
| (2)
|
| 96,825
| (3)
|
| 18,764
| (5)
|
| 7,300
|
|
| 152,339
| (6)
|
| 1,587,728
|
| ||||||||||||
Change in Control — No Termination
|
| 0
|
|
| 0
|
|
| 0
|
|
| 0
|
|
| 46,025
| (6)
|
| 46,025
|
| ||||||||||||
Death or Disability
|
| 0
|
|
| 0
|
|
| 0
|
|
| 0
|
|
| 46,025
| (6)
|
| 46,025
|
| ||||||||||||
Termination for Cause
|
| 0
|
|
| 0
|
|
| 0
|
|
| 0
|
|
| 0
|
|
| 0
|
|
Provision | Base Salary ($) | Bonus ($) | Health Benefits ($) | Outplacement ($) | Acceleration of Equity Awards ($) | Total ($) |
Termination without Cause Prior to a Change in Control | 850,000(1) | 0(2) | 15,095(3) | 7,300 | — | 872,395 |
Termination without Cause or for Good Reason Upon or Following a Change in Control | 1,105,000(4) | 0(2) | 22,643(5) | 7,300 | 7,348(6) | 1,142,291 |
Change in Control — No Termination | — | — | — | — | 7,348(6) | 7,348 |
Death or Disability | — | — | — | — | 7,348(6) | 7,348 |
Termination for Cause | — | — | — | — | — | — |
(1) | Represents an amount equal to |
(2) |
|
Represents a |
(3) | Represents our payment for the cost of continuation health coverage for 12 months following his termination. |
(4) | Represents an amount equal to 2 times the sum of Mr. Lamadrid’s base salary and his fiscal 2019 target bonus paid as lump sum. |
(5) | Represents our payment for the cost of continuation coverage for 18 months following his termination. |
(6) | Represents the fair market value of our common stock on August 2, 2019, multiplied by the number of unvested RSUs held by Mr. Lamadrid on the last day of the fiscal year that would have become vested had such event occurred on such date. |
Ascena Retail Group, Inc. | 63 | 2019 Proxy Statement |
Provision | Base Salary ($) | Bonus ($) | Health Benefits ($) | Outplacement ($) | Acceleration of Equity Awards ($) | Total ($) |
Termination without Cause Prior to a Change in Control | 400,000(1) | 120,000(2) | 12,331(3) | 7,300 | — | 539,631 |
Termination without Cause or for Good Reason Upon or Following a Change in Control | 640,000(4) | 120,000(2) | 18,497(5) | 7,300 | 4,531(6) | 790,328 |
Change in Control — No Termination | — | — | — | — | 4,531(6) | 4,531 |
Death or Disability | — | — | — | — | 4,531(6) | 4,531 |
Termination for Cause | — | — | — | — | — | — |
(1) | Represents an amount equal to 1 times Ms. Hufford's base salary paid as salary continuation. |
(2) | Represents a pro-rata portion of her semi-annual bonus based on actual results. |
(3) | Represents our payment for the cost of continuation health coverage for 12 months following her termination. |
(4) | Represents our payment for the cost of continuation health coverage for 18 months following her termination. |
(5) | Represents an amount equal to 1 times the sum of Ms. Hufford’s base salary and her fiscal 2019 target bonus paid as a lump sum. |
(6) | Represents the fair market value of our common stock on August 2, 2019, multiplied by the number of unvested RSUs held by Ms. Hufford on the last day of the fiscal year that would have become vested had such event occurred on such date. |
Provision | Base Salary ($) | Bonus ($) | Health Benefits ($) | Outplacement ($) | Acceleration of Equity Awards ($) | Total ($) |
Termination without Cause Prior to a Change in Control | 1,200,000(1) | 0(2) | 18,526(3) | 7,300 | — | 1,225,826 |
Termination without Cause or for Good Reason Upon or Following a Change in Control | 1,650,000(4) | 0(2) | 18,526(3) | 7,300 | 4,674(5) | 1,680,500 |
Change in Control — No Termination | — | — | — | — | 4,674(5) | 4,674 |
Death or Disability | — | — | — | — | 4,674(5) | 4,674 |
Termination for Cause | — | — | — | — | — | — |
(1) | Represents an amount equal to 2 times Mr. Giammatteo’s base salary paid as salary continuation. |
(2) | Represents a pro-rata portion of his semi-annual bonus based on actual results. |
(3) | Represents our payment for the cost of continuation health coverage for 18 months following his termination. |
(4) | Represents an amount equal to 2 times the sum of Mr. Giammatteo’s base salary and his fiscal 2019 target bonus paid as lump sum. |
(5) | Represents the fair market value of our common stock on August |
Payments and Benefits for Mr. Brian Lynch
Provision
| Base Salary
| Bonus
| Health Benefits
| Outplacement ($)
|
Acceleration Awards
| Total
| ||||||||||||||||||||||||
Termination without Cause Prior to a Change in Control
|
| 1,000,000
| (1)
|
| 322,750
| (3)
|
| 12,509
| (4)
|
| 7,300
|
|
| 0
|
|
| 1,342,559
|
| ||||||||||||
Termination for Cause or for Good Reason Upon or Following a Change in Control
|
| 3,375,000
| (2)
|
| 322,750
| (3)
|
| 18,764
| (5)
|
| 7,300
|
|
| 4,821,852
| (6)
|
| 8,545,666
|
| ||||||||||||
Change in Control — No Termination
|
| 0
|
|
| 0
|
|
| 0
|
|
| 0
|
|
| 4,226,491
| (6)
|
| 4,226,491
|
| ||||||||||||
Death or Disability
|
| 0
|
|
| 0
|
|
| 0
|
|
| 0
|
|
| 4,226,491
| (6)
|
| 4,226,491
|
| ||||||||||||
Termination for Cause
|
| 0
|
|
| 0
|
|
| 0
|
|
| 0
|
|
| 0
|
|
| 0
|
|
|
|
|
|
|
|
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Ascena Retail Group, Inc. | 64 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Payments and Benefits for Mr. Gary Muto
Provision
| Base Salary
| Bonus
| Health Benefits
| Outplacement ($)
|
Acceleration of Equity Awards
| Total
| ||||||||||||||||||||||||
Termination without Cause or for Good Reason Prior to a Change in Control
|
| 2,000,000
| (1)
|
| 322,750
| (3)
|
| 12,509
| (4)
|
| 7,300
|
|
| 3,347,522
| (6)
|
| 5,690,081
|
| ||||||||||||
Termination for Cause or for Good Reason Upon or Following a Change in Control
|
| 4,500,000
| (2)
|
| 322,750
| (3)
|
| 18,764
| (5)
|
| 7,300
|
|
| 4,603,929
| (7)
|
| 9,452,743
|
| ||||||||||||
Change in Control — No Termination
|
| 0
|
|
| 0
|
|
| 0
|
|
| 0
|
|
| 4,603,929
| (7)
|
| 4,603,929
|
| ||||||||||||
Death or Disability
|
| 0
|
|
| 0
|
|
| 0
|
|
| 0
|
|
| 4,603,929
| (7)
|
| 4,603,929
|
| ||||||||||||
Termination for Cause
|
| 0
|
|
| 0
|
|
| 0
|
|
| 0
|
|
| 0
|
|
| 0
|
|
|
|
|
|
|
|
|
Payments and Benefits for Mr. John Pershing
Provision
| Base Salary
| Bonus
| Health Benefits
| Outplacement ($)
|
Acceleration of Equity Awards
| Total
| ||||||||||||||||||||||||
Termination without Cause Prior to a Change in Control
|
| 551,250
| (1)
|
| 106,750
| (3)
|
| 8,274
| (4)
|
| 7,300
|
|
| 0
|
|
| 673,574
|
| ||||||||||||
Termination for Cause or for Good Reason Upon or Following a Change in Control
|
| 1,447,031
| (2)
|
| 322,750
| (3)
|
| 12,411
| (5)
|
| 7,300
|
|
| 264,363
| (6)
|
| 2,053,855
|
| ||||||||||||
Change in Control — No Termination
|
| 0
|
|
| 0
|
|
| 0
|
|
| 147,152
| (6)
|
| 147,152
|
| |||||||||||||||
Death or Disability
|
| 0
|
|
| 0
|
|
| 0
|
|
| 147,152
| (6)
|
| 147,152
|
| |||||||||||||||
Termination for Cause
|
| 0
|
|
| 0
|
|
| 0
|
|
| 0
|
|
| 0
|
|
|
|
|
|
|
|
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
✓ any person or group acquires 30% or more of the Company’s voting securities;
✓a change in a majority of the members of the Board over anytwo-year (or, for any payment pursuant to an award that is triggered upon a Change in Control and that constitutes
✓ “non-qualified deferred compensation” pursuant to Section 409A of the Code (such an award a “409A Award”), one year) period unless the new directors’ election to the Board was approved by at leasttwo-thirds (or, for any payment pursuant to a 409A Award, a majority) of the existing directors (referred to as a “change in Board composition”);
✓ a merger of the Company, unless the voting securities of the Company outstanding immediately prior to the merger continue to represent greater than 50% of the voting securities of the company or surviving entity outstanding immediately after such merger;
✓ approval by the stockholders of a plan of liquidation of the Company (this will not apply with respect to any payment pursuant to a 409A Award); or
✓ a sale of all or substantially all of the Company’s assets other than a sale to a person or persons who beneficially own, directly or indirectly, at least 50% or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale (or, for awards granted prior to March 3, 2010, approval of the stockholders of such sale) (referred to as an “asset sale”).
P | any person or group acquires 30% or more of the Company’s voting securities; |
P | a change in a majority of the members of the Board over any two-year (or, for any payment pursuant to an award that is triggered upon a Change in Control and that constitutes |
P | “non-qualified deferred compensation” pursuant to Section 409A of the Code (such an award a “409A Award”), one year) period unless the new directors’ election to the Board was approved by at least two-thirds (or, for any payment pursuant to a 409A Award, a majority) of the existing directors (referred to as a “change in Board composition”); |
P | a merger of the Company, unless the voting securities of the Company outstanding immediately prior to the merger continue to represent greater than 50% of the voting securities of the company or surviving entity outstanding immediately after such merger; |
P | approval by the stockholders of a plan of liquidation of the Company (this will not apply with respect to any payment pursuant to a 409A Award); or |
P | a sale of all or substantially all of the Company’s assets other than a sale to a person or persons who beneficially own, directly or indirectly, at least 50% or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale (or, for awards granted prior to March 3, 2010, approval of the stockholders of such sale) (referred to as an “asset sale”). |
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Special Provisions Related to LTIP Awards
Ascena Retail Group, Inc. | 65 | 2019 Proxy Statement |
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Ascena Retail Group, Inc. | 66 |
INTRODUCTION
Our stockholders are being asked to approve amendment Number Two (“Amendment”) to our 2016 Omnibus Incentive Plan (Amended and Restated effective December 10, 2015), as approved by our stockholders on December 10 2015, and as subsequently amended (referred to below as the “Omnibus Incentive Plan”). The Omnibus Incentive Plan as amended by the Amendment is referred to below as the “Amended Plan.” On October 3, 2018, our Board approved the Amendment, subject to, and to be effective upon, stockholder approval at the Annual Meeting. The amendments to the Omnibus Incentive Plan include the following key modifications:
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We anticipate filing a Registration Statement on FormS-8 with the SEC to register the additional amount of new shares of our Common Stock to be included in the aggregate share reserve under the Amendment, effective upon and subject to stockholder approval of the Amendment, as soon as practicable following such stockholders’ approval of the Amendment.
The Omnibus Incentive Plan includes key provisions designed to protect stockholder interests, promote effective corporate governance and reflect use of corporate governance best practices including, but not limited to, the following:
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|
|
|
|
|
|
The Board of Director recommends that our stockholders approve the Amendment. If the requisite stockholder approval of the Amendment is not obtained, the provisions relating to the increase in the aggregate share reserve and the request changes will not take effect. If such approval is
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PROPOSAL TWO — APPROVAL OF AMENDMENT NUMBER TWO TO THE ASCENA RETAIL GROUP, INC. 2016 OMNIBUS INCENTIVE PLAN
not obtained, we may continue to grant awards under the Omnibus Incentive Plan in accordance with the current share reserve and the current terms under the Omnibus Incentive Plan.
Securities Authorized for Issuance under Equity Compensation Plans
The following tables provide information about shares of our common stock that may be issued upon the exercise of awards under all of our existing equity compensation plans as of August 4, 2018.
Plan Category
| Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1)
| Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($)
| Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column)1
| |||||||||
Equity compensation plans approved by Company stockholders
|
| 19,307,945
|
|
| 8.97
|
|
| 9,789,708
|
| |||
Equity compensation plans not approved by Company stockholders
|
| —
|
|
| —
|
|
| —
|
| |||
Total
|
| 19,307,945
|
|
| 8.97
|
|
| 9,789,708
|
|
|
Summary of the Omnibus Incentive Plan (as amended by the Amendment)
The following is a brief summary of the principal provisions of the Amended Plan, and is qualified in its entirety by reference to the Amendment, a copy of which is included in this proxy statement asAnnex A, and by the Omnibus Incentive Plan, which was included as Annex A to the Company’s proxy statement filed in connection with the 2015 annual meeting of stockholders.
General
The Amendment provides that all employees, consultants andnon-employee directors of the Company or its affiliates may be granted the following types of awards: options to acquire shares of the Company’s common stock; shares of restricted stock; other stock-based awards; or performance-based cash awards. Eligibility for awards under the Amended Plan is determined by the Compensation Committee, in its sole discretion.
The purpose of the Amended Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer eligible participants awards, thereby linking stockholder and eligible participants’ interests and creating a means to raise the level of stock ownership by such individuals. The awards are intended to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders. Our Board believes that awards provide performance incentives to eligible participants to the benefit of the Company and its stockholders.
Available Shares
The total number of shares of common stock that may be subject to awards under the Amended Plan will not exceed 86,600,000 shares. Such number of shares is subject to adjustment by the Compensation Committee in the event of a recapitalization, stock split, stock dividend or similar corporate transaction. Such shares may be either authorized or unissued shares or shares held in treasury. The closing market price of a share of our common stock reported on the Nasdaq Global Stock Market on October 12, 2018 was $4.52 per share.
Any shares of restricted stock or other stock-based awards that are not based solely on stock appreciation following the grant date above the fair market value of the common stock on the date of grant (referred to by us as “full share awards”) are counted against this limit as 2.3 shares for every share granted. In general, if options or any other stock-based awards that are not full share awards are canceled for any reason, or expire or terminate unexpired, the shares covered by such awards again become available for grant. If a share of restricted stock or another stock-based award that is a full share award is forfeited for any reason, 2.3 shares will again become available for grant.
The number of shares of common stock available for awards under the Amended Plan will be reduced by the total number of exercisable awards exercised (regardless of whether the shares of common stock underlying such awards are not actually issued as the result of net settlement), and
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PROPOSAL TWO — APPROVAL OF AMENDMENT NUMBER TWO TO THE ASCENA RETAIL GROUP, INC. 2016 OMNIBUS INCENTIVE PLAN
any shares of common stock used to pay any exercise price or tax withholding obligation with respect to any award. In addition, the Company may not use the cash proceeds it receives from the exercise of an exercisable award to repurchase shares of common stock on the open market for reuse under the Amended Plan.
Administration
The Amended Plan is administered by a committee (referred to as the “plan committee”), which with regard to employees and consultants is comprised of not less than two individuals appointed by our Board, each of whom is an “independent director” as defined under Nasdaq Listing Rule 5605(a)(2) and at least two of whom are“non-employee directors” to the extent required by Rule16b-3 of the Exchange Act and “outside directors” to the extent required by Section 162(m) of the Code (with respect to awards made prior to the effective date of the TCJA). The Compensation Committee, which meets these requirements, currently serves as the plan committee with regard to employees and consultants. The current members of the Compensation Committee are Carl Rubin, Carrie W. Teffner and Linda Yaccarino. Our Board serves as the plan committee with respect to the application of the Amended Plan tonon-employee directors. The plan committee may make such rules and regulations and establish such procedures for the administration of the Amended Plan as it deems advisable.
A member of the Compensation Committee who does not meet the“non-employee director” standard within the meaning of Rule16b-3 of the Exchange Act or, to the extent applicable, the “outside director” standard within the meaning of Section 162(m) of the Code (as in effect prior to the enactment of the TCJA) is required to abstain from the actions of the Compensation Committee, as the Compensation Committee may determine, in order to comply with Rule16b-3 of the Exchange Act or, to the extent applicable, Section 162(m) of the Code (as in effect prior to the enactment of the TCJA). The Compensation Committee may also establish a subcommittee of the Compensation Committee that is intended to qualify as a committee consisting solely of two or more“non-employee directors” or, to the extent applicable, “outside directors,” and may delegate to such subcommittee all approvals, certifications and administrative and other determinations with respect to compensation intended to be exempt under Rule16b-3 of the Exchange Act and/or intended to qualify as “performance-based compensation” under Section 162(m) of the Code, to the extent applicable.
Eligibility
The plan committee may grant awards under the Amended Plan to eligible participants, including employees, certain prospective employees, consultants andnon-employee directors. The Company estimates that as of October 17, 2018, there are approximately 3,500 eligible employees, no consultants and 10non-employee directors who are eligible to participate in the Amended Plan.
Individual Award Limits
The plan committee has the discretion, in accordance with the provisions of the Amended Plan, to determine the terms of the award, to whom an award is granted and the number of shares of stock, subject to a maximum grant to an eligible participant in any calendar year of 800,000 option shares and, solely with respect to restricted stock and other stock-based awards intended to be “performance-based” compensation under Section 162(m) of the Code, 800,000 shares (in each case, subject to customary adjustments as provided in the Amended Plan), with any unused portion of the limitation available to be carried forward. In addition, for a performance period that is equal to 12 months or less, the Amended Plan provides that the aggregate amount of performance-based compensation to be paid to any one participant in respect of any12-month period may not exceed $10,000,000 (as may be adjusted proportionately for a performance period that is shorter than 12 months). For a performance period that is longer than 12 months but not loner than 36 months, the Amended Plan provides that the aggregate amount of performance-based compensation to be paid to any one participant in respect of any36-month period will not exceed $20,000,000 (as may be adjusted proportionately for any performance period that is shorter than 36 months). Fornon-employee members of our Board, the Amended Plan provides that the aggregate value of stock-based Awards and cash-based compensation granted to any such director in respect of any fiscal year of the Company solely with respect to his or her service as anon-employee director, may not exceed $750,000.
Awards under the Amended Plan
Stock Options. An option granted under the Amended Plan may be an incentive stock option (an “ISO”) (which may be made solely to an eligible employee of the Company, its subsidiaries or its parent (if any)) or anon-qualified stock option (a“Non-ISO”) (which may be made to any participant), as determined at the time of grant. In certain circumstances, the grant ofNon-ISOs, as opposed to ISOs, can result in federal income tax advantages to the Company, as described below.
The exercise price for options may not be less than the fair market value of the stock on the date of the grant of the options. The Amended Plan provides that optionees may pay the exercise price: in cash; by delivery to the Company of shares of the Company’s common stock owned by
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PROPOSAL TWO — APPROVAL OF AMENDMENT NUMBER TWO TO THE ASCENA RETAIL GROUP, INC. 2016 OMNIBUS INCENTIVE PLAN
the participant; solely to the extent permitted by law and authorized by the plan committee, through the delivery of irrevocable instructions to a broker reasonably acceptable to the plan committee to promptly deliver to us an amount equal to the purchase price; on such other terms and conditions as may be acceptable to the plan committee (which may include a reduction in the number of shares of stock issuable upon exercise); or any combination of the foregoing.
An option may not be exercised later than the date specified by the plan committee, which was a maximum of 10 years from the date of the grant for options granted prior to December 11, 2012 and a maximum of 7 years from the date of the grant for options granted on and after December 11, 2012 (five years from the date of the grant in the case of an ISO granted to any employee that owns 10% or more of the total combined voting power of all classes of stock of the Company, its subsidiaries or its parent). Unless otherwise specified in an award agreement, an option may be exercised only during the participant’s employment, consultancy or directorship or within one month after termination; provided, however, if such termination occurs as a result of (a) death or total and permanent disability or (b) retirement at age 60 or 65 (depending on the participant’s number of years of service), then suchone-month period is extended to six months or three months, respectively. Notwithstanding the foregoing, in the event of a termination of employment for Cause (as defined in the Amended Plan) or a voluntary termination within 90 days after the occurrence of an event which would be grounds for a termination for Cause, any stock option held by the participant at the time of occurrence of the event which would be grounds for a termination for Cause, will immediately terminate and expire.
Options granted on or after September 21, 2011 are subject to a minimum three-year vesting schedule, except that unvested options may become vested earlier than under the three-year schedule upon a participant’s death, disability, retirement, or termination (as more particularly described in the Amended Plan) or upon a Change in Control, in each case, to the extent provided by the plan committee. Awards with respect to up to 5% of the total number of shares reserved for awards under the Amended Plan (referred to as the allowable basket) may be granted to any participant without regard to any limit on accelerated vesting.
Restricted Stock. The plan committee may award “restricted” shares of the Company’s common stock, which are grants of common stock that are subject to risk of forfeiture or other restrictions. Upon the award of restricted stock, the participant generally has the rights of a stockholder with respect to the right to receive dividends and the right to vote the shares. Unless the plan committee specifies otherwise at the time of the award, the payment of dividends, if any, will be deferred until the expiration of the applicable restriction period. Participants who receive restricted stock are required to enter into a restricted stock agreement with the Company, which sets forth the restrictions to which the shares are subject, including, as applicable, the date or dates on which such restrictions will lapse or any performance criteria to be met for such restrictions to lapse. Awards of restricted stock may or may not be performance based.
If the grant of restricted stock or the lapse of the relevant restrictions is based on the attainment of performance goals, the plan committee will establish for each participant the applicable performance goals, formulae or standards and the applicable vesting percentages with reference to the attainment of such goals or satisfaction of such formulas or standards while the outcome of the performance goals are substantially uncertain. Unless otherwise determined by the plan committee on the date of grant, upon a participant’s termination all unvested restricted stock will be forfeited.
Subject to the allowable basket, shares of restricted stock granted on or after September 21, 2011 are subject to a minimumtwo-year vesting schedule, except that unvested shares may become vested earlier than under thetwo-year schedule upon a participant’s death, disability, retirement, or termination (as more particularly described in the Amended Plan) or upon a Change in Control, in each case, to the extent provided by the plan committee.
Other Stock-Based Awards. The plan committee may, subject to applicable legal limits, make a grant of other stock-based awards. The plan committee determines the terms and conditions of any such other stock-based awards, which may include the achievement of certain minimum performance criteria for purposes of compliance with a minimum vesting period. The performance goals for performance-based other stock-based awards may be based on the attainment of performance goals. The exercise price for any exercisable other stock-based award that is not a full share award may not be less than the fair market value of the common stock on the date of grant and such award may not be exercised later than the date specified by the plan committee, which will be a maximum of 7 years from the date of grant.
Subject to the allowable basket, other stock-based awards consisting of restricted stock units granted on or after September 21, 2011 are subject to a minimumtwo-year vesting schedule, except that unvested awards may become vested earlier than under thetwo-year schedule upon a participant’s death, disability, retirement, or termination (as more particularly described in the Amended Plan) or upon a Change in Control, in each case, to the extent provided by the plan committee.
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PROPOSAL TWO — APPROVAL OF AMENDMENT NUMBER TWO TO THE ASCENA RETAIL GROUP, INC. 2016 OMNIBUS INCENTIVE PLAN
Performance-Based Cash Awards. The plan committee may grant performance-based cash awards, which are awards denominated and settled in cash. In addition, such performance goals may be based upon the attainment of specified levels of Company (or subsidiary, division, other operational unit or administrative department of the Company) performance under one or more of the measures described below relative to the performance of other corporations.
Performance Goals
As noted above, performance-based awards granted under the Amended Plan will be granted or vest based on attainment of specified performance goals established by the plan committee. These awards will be made in the form of a restricted stock award, other stock-based award or performance-based cash award. The performance goals relating to such awards will be based on one or more of the following criteria selected by the plan committee:
enterprise value or value creation targets;
after-tax orpre-tax profits;
operational cash flow;
reduction of, or limiting the level of increase in all or a portion of, the Company’s bank debt or other long-term or short-term public or private debt or other similar financial obligations of the Company;
earnings per share or earnings per share from continuing operations;
net sales, comparable store sales, revenues, operating income, net income or earnings before income tax or other exclusions;
return on capital employed or return on investment (including, without limitation, return on invested capital or return on committed capital);
after-tax orpre-tax return on shareholder equity;
market share;
the fair market value of the shares of the Company’s common stock;
the growth in the value of an investment in the Company’s common stock assuming the reinvestment of dividends;
limiting the level of or increase in, all or a portion of controllable expenses or costs or other expenses or costs; or
economic value added targets based on a cash flow return on investment formula.
Such performance goals may incorporate provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including dispositions and acquisitions) and other similar type of events or circumstances.
Change in Control
Unless otherwise determined by the plan committee at grant, in the event of a Change in Control (as defined in the Amended Plan, which definition can be found on page 59 of this proxy statement):
Awards granted prior to December 17, 2010 will vest upon a Change in Control. However, unless the plan committee provides otherwise at the time an exercisable award is granted, no acceleration of exercisability will occur with respect to such exercisable award if the plan committee reasonably determines in good faith, prior to the occurrence of such transaction, that the exercisable award will be honored or assumed, or new rights substituted.
Awards granted on or after December 17, 2010 will not vest upon a Change in Control unless the plan committee provides otherwise. In addition, in the discretion of the plan committee, such awards may be assumed and continued or substituted in accordance with applicable law, purchased by us for an amount equal to the excess over the exercise price of such award of the higher of the highest price of the common stock paid in a Change in Control or the highest fair market value per share of the common stock at any time during the 60 day period preceding the Change in Control (in either case, such purchase price not to exceed the fair market value of the common stock at the time of purchase), or cancelled if the price of the common stock paid in a Change in Control is less than the exercise price of the award. The plan committee may also, in its sole discretion, provide for accelerated vesting or lapse of restrictions of an award at any time.
Notwithstanding the prior bullet, awards granted on or after December 17, 2010 will vest upon a participant’s involuntary termination without Cause that occurs within 2 years following a Change in Control.
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PROPOSAL TWO — APPROVAL OF AMENDMENT NUMBER TWO TO THE ASCENA RETAIL GROUP, INC. 2016 OMNIBUS INCENTIVE PLAN
In the event of a merger or consolidation in which the Company is not the surviving corporation or in the event of a transaction that results in the acquisition of all or substantially all of the Company’s common stock or assets, the plan committee may elect to terminate all outstanding exercisable awards granted under the Amended Plan, provided that during the period from notification of such termination to the date of consummation of the relevant transaction (which must be at least 20 days) each participant shall have the right to exercise all of his or her exercisable awards in full (without regard to any restrictions on exercisability), contingent on the consummation of such transaction.
Miscellaneous
Awards granted under the Amended Plan generally are not transferable, except that the plan committee may, in its sole discretion and subject to certain limitations, permit the transfer ofNon-ISOs at the time of grant or thereafter to certain “family members” of the participant.
No awards may be granted under the Amended Plan after the tenth anniversary of the date the Omnibus Incentive Plan was adopted by the Board. Awards granted prior to such date, however, may extend beyond such date and the provisions of the Amended Plan will continue to apply thereto.
Our Board may from time to time amend, suspend or terminate the Amended Plan except that the rights of a participant with respect to an award granted prior to such amendment, suspension or termination may not be impaired without the participant’s consent and, without stockholder approval, no amendment may be made which increases the aggregate number of shares that may be issued under the Amended Plan, increases the maximum individual limitations, changes the classification of individuals eligible to receive awards, extends the maximum option, amends the Amended Plan or an outstanding award to reduce the exercise price of an exercisable award or cancelout-of-the-money outstanding exercisable awards in exchange for cash, other awards or exercisable awards with an exercise price that is less than the exercise price of the original exercisable award or otherwise requires stockholder approval. Our Board may amend the Amended Plan or any award agreement at any time without a participant’s consent to comply with applicable law, including Code Section 409A.
United States Federal Income Tax Consequences
The following discussion of the principal U.S. federal income tax consequences with respect to stock options granted under the Amended Plan is based on statutory authority and judicial and administrative interpretations as of the date of this proxy statement, which are subject to change at any time (possibly with retroactive effect) and may vary in individual circumstances. The discussion is limited to the U.S. federal income tax consequences (state, local and other tax consequences are not addressed below) to individuals who are citizens or residents of the U.S., other than those individuals who are taxed on a residence basis in a foreign country. In addition, the following discussion does not set forth any gift, estate, social security or state or local tax consequences that may be applicable.
The U.S. federal income tax law is technical and complex and the discussion below represents only a general summary. The following summary is included for general information only and does not purport to address all the tax considerations that may be relevant. Each recipient of a grant is urged to consult his or her own tax advisor as to the specific tax consequences to such grantee and the disposition of common stock.
Incentive Stock Options. The grant or exercise of an ISO generally has no income tax consequences for the optionee or the Company. No taxable income results to the optionee upon the grant or exercise of an ISO. However, the amount by which the fair market value of the stock acquired pursuant to the exercise of an ISO exceeds the exercise price is an adjustment item and will be considered income for purposes of alternative minimum tax.
The aggregate fair market value of common stock (determined at the time of grant) with respect to which ISOs can be exercisable for the first time by an optionee during any calendar year cannot exceed $100,000. Any excess will be treated as anon-qualified stock option.
The sale of common stock received pursuant to the exercise of an option that satisfied all of the ISO requirements, as well as the holding period requirement described below, will result in a long-term capital gain or loss equal to the difference between the amount realized on the sale and the exercise price. To receive ISO treatment, an optionee must be an employee of the Company (or certain affiliates) at all times during the period beginning on the date of the grant of the ISO and ending on the day three months before the date of exercise, and the optionee must not dispose of the common stock purchased pursuant to the exercise of an option either (i) within two years from the date the ISO was granted, or (ii) within one year from the date of exercise of the ISO. Any gain or loss realized upon a subsequent disposition of the shares will be treated as a long-term capital gain or loss to the optionee (depending on the applicable holding period). The Company will not be entitled to a tax deduction upon such exercise of an ISO, or upon a subsequent disposition of the shares, unless such disposition occurs prior to the expiration of the holding period described above.
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PROPOSAL TWO — APPROVAL OF AMENDMENT NUMBER TWO TO THE ASCENA RETAIL GROUP, INC. 2016 OMNIBUS INCENTIVE PLAN
In general, if the optionee does not satisfy the foregoing holding periods, any gain (in an amount equal to the lesser of the fair market value of the common stock on the date of exercise (or, with respect to officers subject to Section 16(b) of the Exchange Act, the date that sale of such common stock would not create liability, referred to as Section 16(b) liability, under Section 16(b) of the Exchange Act) minus the exercise price, or the amount realized on the disposition minus the exercise price) will constitute ordinary income. In the event of such a disposition before the expiration of the holding periods described above, subject to the limitations under Code Sections 162(m) and 280G (as described below), the Company is generally entitled to a deduction at that time equal to the amount of ordinary income recognized by the optionee. Any gain in excess of the amount recognized by the optionee as ordinary income would be taxed to the optionee as short-term or long-term capital gain (depending on the applicable holding period).
Non-Qualified Stock Options. In general, an optionee will realize no taxable income upon the grant of aNon-ISO and the Company will not receive a deduction at the time of such grant unless the option has a readily ascertainable fair market value (as determined under applicable tax law) at the time of grant. Upon exercise of aNon-ISO, an optionee generally will recognize ordinary income in an amount equal to the excess of the fair market value of the stock on the date of exercise over the exercise price. Upon a subsequent sale of the stock by the optionee, the optionee will recognize short- term or long-term capital gain or loss depending upon his or her holding period for the stock. Subject to the limitations under Code Sections 162(m) and 280G, the Company will generally be allowed a deduction equal to the amount recognized by the optionee as ordinary income.
Section 16(b). Any of our officers and directors subject to Section 16(b) of the Exchange Act may be subject to Section 16(b) liability with regard to both ISOs andNon-ISOs as a result of special tax rules regarding the income tax consequences concerning their stock options.
Code Section 162(m). In general, Code Section 162(m) denies a deduction to any publicly held corporation for compensation paid to certain “covered employees” in its taxable year to the extent that such compensation exceeds $1,000,000. “Covered employees” are a company’s chief executive officer and the chief financial officer at any time during the taxable year and certain former and current executive officers of the company, including certain individuals whose compensation is or was required to be reported to stockholders in the Company’s proxy statement under the Exchange Act.
Parachute Payments. In the event that the payment or vesting of any award under the Amended Plan is accelerated because of a change in ownership (as defined in Code Section 280G(b)(2)) and such payment of an award, either alone or together with any other payments made to certain participants, constitute parachute payments under Code Section 280G, then subject to certain exceptions, a portion of such payments would be nondeductible to the Company and the participant would be subject to a 20% excise tax on such portion of the payment.
Code Section 409A. Code Section 409A provides that all amounts deferred under a nonqualified deferred compensation plan are includible in a participant’s gross income to the extent such amounts are not subject to a substantial risk of forfeiture, unless certain requirements are satisfied. If the requirements are not satisfied, in addition to current income inclusion, interest at the underpayment rate plus 1% will be imposed on the participant’s underpayments that would have occurred had the deferred compensation been includible in gross income for the taxable year in which first deferred or, if later, the first taxable year in which such deferred compensation is not subject to a substantial risk of forfeiture. The amount required to be included in income is also subject to an additional 20% tax. While most awards under the Amended Plan are anticipated to be exempt from the requirements of Code Section 409A, awards that are not exempt are intended to comply with Code Section 409A.
New Plan Benefits
The benefits that will be awarded or paid under the Amended Plan are not currently determinable. Awards granted under the Amended Plan are within the discretion of the Board or compensation committee, and neither the Board or compensation committee has determined future awards or who might receive them.
Vote Required
This proposed amendment of the Omnibus Incentive Plan will be approved if the votes cast in favor of the proposal exceed the votes cast in opposition of the proposal.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTEFOR THIS PROPOSAL.
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21.
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Ascena Retail Group, Inc. | 67 |
The Leadership
STATUS | SHARES OF COMMON STOCK AUTHORIZED | SHARES OF COMMON STOCK ISSUED AND OUTSTANDING | SHARES OF COMMON STOCK RESERVED FOR FUTURE ISSUANCE (including options and RSUs) | SHARES OF COMMON STOCK AVAILABLE FOR FUTURE ISSUANCE |
Pre-Reverse Stock Split | 360,000,000 | 198,499,319 | 24,365,498 | 18,764,734 |
After 1:15 Reverse Stock Split | 24,000,000 | 12,233,288 | 1,624,367 | 1,250,982 |
After 1:20 Reverse Stock Split | 18,000,000 | 9,924,966 | 1,218,275 | 938,237 |
After 1:25 Reverse Stock Split | 14,400,000 | 7,939,973 | 974,620 | 750,589 |
Ascena Retail Group, Inc. | 68 | 2019 Proxy Statement |
Ascena Retail Group, Inc. | 69 | 2019 Proxy Statement |
Ascena Retail Group, Inc. | 70 | 2019 Proxy Statement |
Ascena Retail Group, Inc. | 71 | 2019 Proxy Statement |
Proposed Changes to the Existing Certificate
Thedetermined by our Board based on its evaluation as to when such action will be the recommendationmost advantageous to Ascena and its stockholders.
Ascena Retail Group, Inc. | 72 | 2019 Proxy Statement |
Section 11(c) of the Existing Certificate provides that members of the Board may be removed from office only (1) for cause, by the remaining directors, or (2) with or without cause, by stockholder action, at a meeting of stockholders called for that purpose, by vote of at least 80 percentaggregate tax basis of the shares of capitalour common stock then entitledsurrendered (excluding any portion of such basis that is allocated to voteany fractional share of our common stock), and such U.S. Holder’s holding period in the shares of our common stock received should include the holding period in the shares of our common stock surrendered. Holders of shares of our common stock acquired on different dates and at an election of directors. Section 11(c)different prices should consult their own tax advisors regarding the allocation of the Restated Certificate amends Section 11(c)tax basis and holding period of such shares.
Reasons and Effectour common stock should consult their own tax advisors regarding the application of the Proposed Changes
information reporting and backup withholding rules to them.
Vote Required
This proposal to amend and restate the Existing Certificate will be approved if the holders of at least 80%a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting voteannual meeting is required to adopt and approve the proposed alternative amendments to our Third Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split and the corresponding reduction in favorauthorized shares of common stock at a ratio of each whole number within the range of 1-for-15 to 1-for-25. Because adoption and approval of the proposed to our Third Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split requires a majority of the outstanding shares, an abstention with respect to the Reverse Stock Split proposal will have the same effect as a vote ”against” the proposal.
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Ascena Retail Group, Inc. | 73 |
Ascena Retail Group, Inc. | 74 | 2019 Proxy Statement |
1, 2020.
Fiscal 2018
| Fiscal 2017
| |||||||
Audit Fees(1)
| $
| 4,305,000
|
| $
| 4,905,150
|
| ||
Audit-Related Fees(2)
| $
| 217,062
|
| $
| 207,643
|
| ||
Tax Fees(3)
| $
| 263,349
|
| $
| 258,429
|
| ||
All Other Fees(4)
| $
| 225,115
|
| $
| 511,232
|
| ||
|
| |||||||
Total Fees
| $
| 5,010,526
|
| $
| 5,882,454
|
|
Fiscal 2019 | Fiscal 2018 | |
Audit Fees(1) | $3,920,000 | $4,305,000 |
Audit-Related Fees(2) | $210,562 | $217,062 |
Tax Fees(3) | $275,415 | $263,349 |
All Other Fees(4) | $722,222 | $225,115 |
Total Fees | $5,128,198 | $5,010,526 |
(1) | Fees for audit services billed in fiscal |
(2) | Audit-related fees consist principally of services performed in connection with registration statements filed with the SEC, statutory audits, and assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements. |
(3) | Tax fees includes fees for professional services provided related to tax compliance, including federal, state and local taxes, tax planning and advisory services. |
(4) | All other fees consist of permitted services other than those that meet the criteria above and include primarily consulting and advisory services provided by Deloitte Consulting, LLP. |
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PROPOSAL FIVE — RATIFICATION OF THE ENGAGEMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Audit Committee meetings, the Audit Committee receives updates on services being provided by the independent registered public accounting firm, and management may present additional services for approval. The procedures permit limited amounts of services to be approved by one or more members of the Audit Committee pursuant to authority delegated by the Audit Committee.
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Ascena Retail Group, Inc. | 75 |
The Audit Committee oversees our accounting and financial reporting, internal controls and audit processes on behalf of the Board and is directly responsible for the compensation, appointment and oversight of our independent registered public accounting firm. Management is responsible for the preparation, presentation and integrity of our financial statements and for the appropriateness of the accounting principles and reporting policies that are used. Management is also responsible for testing the system of internal control over financial reporting, and reports to the Audit Committee on any deficiencies found. Our independent registered public accounting firm, Deloitte & Touche, is responsible for auditing our consolidated financial statements and expressing an opinion as to their conformity with U.S. generally accepted accounting principles, as well as examining and reporting on the effectiveness of our internal controls over financial reporting. Under its written charter, our Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, has direct access to our independent registered public accounting firm as well as any of our employees, and has the ability to retain, at our expense, special legal, accounting or other consultants or experts it deems necessary in the performance of its duties.
Committee.
Kate Buggeln
Carl Rubin
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Ascena Retail Group, Inc. | 76 |
Name of Beneficial Owner:
| Number of
| Percent of
| ||||||||
Directors and Named Executive Officers:
| ||||||||||
David Jaffe(2)
|
| 15,284,593
|
|
| 7.61
| %
| ||||
Katie J. Bayne(3)
|
| 72,406
|
|
| *
|
| ||||
Kate Buggeln(4)
|
| 152,847
|
|
| *
|
| ||||
Marc Lasry(5)
|
| 54,849
|
|
| *
|
| ||||
Steven L. Kirshenbaum(6)
|
| 70,345
|
|
| *
|
| ||||
Kay Krill(7)
|
| 150,186
|
|
| *
|
| ||||
Stacey Rauch(8)
|
| 69,817
|
|
| *
|
| ||||
Carl Rubin(9)
|
| 65,345
|
|
| *
|
| ||||
Carrie W. Teffner
|
| —
|
|
| *
|
| ||||
John L. Welborn, Jr.
|
| —
|
|
| *
|
| ||||
Linda Yaccarino(10)
|
| 49,851
|
|
| *
|
| ||||
Robb Giammatteo(11)
|
| 138,708
|
|
| *
|
| ||||
Brian Lynch(12)
|
| 452,132
|
|
| *
|
| ||||
Gary Muto(13)
|
| 715,106
|
|
| *
|
| ||||
John Pershing(14)
|
| 295,242
|
|
| *
|
| ||||
All current Directors and Executive Officers as a group (consisting of 17 persons)(15)
|
| 17,767,117
|
|
| 8.79
| %
| ||||
Other Beneficial Owners
| ||||||||||
BlackRock Inc.(16)
|
| 22,179,752
|
|
| 11.24
| %
| ||||
Stadium Capital Management, LLC(17)
|
| 19,231,162
|
|
| 9.74
| %
| ||||
GGC Public Equities Opportunities Investments, LLC(18)
|
| 17,468,570
|
|
| 8.85
| %
| ||||
The Vanguard Group(19)
|
| 15,897,736
|
|
| 8.05
| %
| ||||
Dimensional Fund Advisors LP(20)
|
| 13,394,707
|
|
| 6.79
| %
| ||||
Elise Jaffe(21)
|
| 10,350,588
|
|
| 5.24
| %
|
Name of Beneficial Owner | Number of Shares of Common Stock Beneficially Owned | Percent of Class(1) |
Directors and Named Executive Officers: | ||
David Jaffe(2) | 15,267,517 | 7.53% |
Gary Muto(3) | 1,439,217 | * |
Katie J. Bayne(4) | 72,406 | * |
Gary D. Begeman | — | * |
Kate Buggeln(5) | 122,845 | * |
Paul Keglevic | — | * |
Kay Krill(6) | 150,186 | * |
Stacey Rauch(7) | 69,817 | * |
Carl Rubin(8) | 65,345 | * |
Carrie W. Teffner | — | * |
John L. Welborn, Jr. | — | * |
Linda Yaccarino(9) | 49,851 | * |
Dan Lamadrid | 10,189 | * |
Wendy Hufford | 4,713 | * |
All current Directors and Executive Officers as a group (consisting of 14 persons)(10) | 17,312,092 | 8.50% |
Other Beneficial Owners: | ||
Stadium Capital Management, LLC(11) | 19,231,162 | 9.65% |
The Vanguard Group(12) | 17,243,754 | 8.65% |
Nomura Holdings, Inc.(13) | 17,007,518 | 8.54% |
Dimensional Fund Advisors(14) | 16,422,451 | 8.24% |
BlackRock, Inc.(15) | 13,588,575 | 6.82% |
Elise Jaffe(16) | 10,350,588 | 5.07% |
* | Represents less than 1% of class |
(1) | Based on |
(2) | Consists of |
(3) | Consists of 647,291 shares owned directly by Gary Muto, including 47,426 shares owned jointly by Mr. Muto and his spouse, and 791,926 shares covered by options exercisable within 60 days of October 10, 2019. |
(4) | Consists of 72,406 shares owned directly by Katie J. Bayne. |
(5) | Consists of 82,845 shares owned directly by Kate Buggeln, and |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT
|
(6) |
|
Consists of 150,186 shares owned directly by Kay Krill. |
(7) | Consists of 69,817 shares owned directly by Stacey Rauch. |
(8) | Consists of 65,345 shares owned directly by Carl Rubin. |
(9) | Consists of 49,851 shares owned directly by Linda Yaccarino. |
|
|
|
|
Reflects the information above, as well as information regarding our unnamed Executives Officers, and includes |
| ||
Ascena Retail Group, Inc. | 77 | 2019 Proxy Statement |
(11) | Based solely on information set forth in Schedule 13D/A filed with the SEC on May 17, 2018 by Stadium Capital Management, LLC, Stadium Capital Management GP, L.P., Alexander M. Seaver, Bradley R. Kent and Stadium Capital Partners, L.P. (collectively, the “Stadium Reporting Persons”) which indicated that the Stadium Reporting Persons have shared voting and dispositive power over 19,231,162 shares. The principal office of the Stadium Reporting Persons is 199 Elm Street, New Canaan, CT 06840-5321. |
|
Based solely on information set forth in Schedule 13G/A filed with the SEC on February |
(13) | Based solely on information set forth in Schedule 13G filed with the SEC on February 13, 2019 by Nomura Holdings, Inc. and Nomura Global Financial Products, Inc. (collectively, the “Nomura Reporting Persons”) which indicated that the Nomura Reporting Persons have shared voting and dispositive power over 17,007,518 shares. The principal office of Nomura Holdings, Inc. is 1-9-1 Nihonbashi, Chuo-ku, Tokyo, 103-8645, Japan. The principal office of Nomura Global Financial Products, Inc. is Worldwide Plaza 309 West 49th Street, New York, NY 10019. |
(14) | Based solely on information set forth in Schedule 13G/A filed with the SEC on February 9, 2018 by Dimensional Fund Advisors LP which indicated that Dimensional Fund Advisors LP has sole voting power over |
(15) | Based solely on information set forth in Schedule 13G/A filed with the SEC on October 9, 2019 by BlackRock, Inc. which indicated that BlackRock, Inc. has sole voting power over 12,918,783 shares and sole dispositive power over 13,588,575 shares. The principal office of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. |
(16) | Consists of 10,105,754 shares owned directly by Elise Jaffe, and |
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Ascena Retail Group, Inc. | 78 |
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Ascena Retail Group, Inc. | 79 |
2019.
Store Location
| Expiration
| Renewal Options
| Square
| Minimum
| ||||||||||
Norwalk, Connecticut
|
| June 30, 2021
|
| Until June 30, 2031
|
| 12,700
|
| $
| 14.13
|
| ||||
Danbury, Connecticut
|
| June 30, 2020
|
| None
|
| 8,000
|
| $
| 27.98
|
|
Store Location | Expiration | Renewal Options | Square Feet | Minimum Annual Rent Per Square Foot |
Norwalk, Connecticut | June 30, 2021 | Until June 30, 2031 | 12,700 | $14.13 |
Danbury, Connecticut | June 30, 2020 | None | 8,000 | $27.98 |
BY ORDER OF THE BOARD OF DIRECTORS | ||
By: | /s/ Carrie W. Teffner | |
| ||
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Ascena Retail Group, Inc. | 80 |
|
AMENDMENT NUMBER TWO TO THE ASCENA RETAIL GROUP, INC.
2016 OMNIBUS INCENTIVE PLAN
(AMENDED AND RESTATED EFFECTIVE DECEMBER 10, 2015)
The Ascena Retail Group, Inc. 2016 Omnibus Incentive Plan (Amended and Restated Effective December 10, 2015), as amended from time to time (the “Plan”), is hereby amended, effective as of December 14, 2018, subject to stockholder approval at the Ascena Retail Group, Inc.’s 2018 Annual Meeting of Stockholders, as follows:
1. The first sentence of Section 4.1(a) of the Plan is hereby amended and restated in its entirety to read as follows:
“The aggregate number of shares of Common Stock that may be the subject of Awards under the Plan shall not exceed 83,600,000 shares (subject to any increase or decrease pursuant to Section 4.2) which may be either authorized and unissued Common Stock or Common Stock held in or acquired for the treasury of the Company or both.”
2. The Plan is hereby amended by adding the following new Section 4.1(c) immediately after Section 4.1(b):
“(c)Non-Employee Director Individual Limitation. Notwithstanding any other provision of the Plan to the contrary, the aggregate value of stock-based Awards and cash-based compensation granted to anyNon-Employee Director in respect of any fiscal year of the Company, solely with respect to his or her service as aNon-Employee Director, may not exceed $750,000 based on the Fair Market Value of stock-based Awards and the aggregate value of cash-based compensation, in each case, determined as of the date of grant.”
3. The first sentence of Article XVI of the Plan is hereby amended by deleting the proviso from the end thereof.
4. The second sentence of Article XVI of the Plan is hereby deleted in its entirety.
5. The Plan is hereby amended by adding the following new Section 14.18 immediately after Section 14.17:
“14.18.No Material Modification.
Notwithstanding anything to the contrary herein or otherwise, the Plan amendments approved by the Company’s stockholders effective December 14, 2018, shall not apply to any compensation payable pursuant to a written binding contract that was in effect on November 2, 2017, and shall not be deemed to modify in any respect any such written binding contract.”
6. Except as specifically set forth herein, all of the terms, conditions and all other provisions of the Plan remain in full force and effect.
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Approved and Effective September 27, 2017
AMENDMENT NUMBER ONE TO THE ASCENA RETAIL GROUP, INC.
2016 OMNIBUS INCENTIVE PLAN
Amended and Restated Effective December 10, 2015
WHEREAS, Ascena Retail Group, Inc. (the “Company”) maintains the Ascena Retail Group, Inc. 2016 Omnibus Incentive Plan (Amended and Restated Effective December 10, 2015) (the “Plan”);
WHEREAS, pursuant to Section 11.1 of the Plan, the Board of Directors of the Company (the “Board”) may at any time, and from time to time, amend, in whole or in part, any or all of the provisions of the Plan, subject to stockholder approval in certain circumstances;
WHEREAS, the Board has authorized the Company to amend the Plan as set forth herein; and
WHEREAS, stockholder approval is not required for the amendment set forth herein.
NOW, THEREFORE, pursuant to Section 11.1 of the Plan, effective as of September 27, 2017, the Plan is hereby amended as follows:
|
“Notwithstanding anything herein to the contrary, subject to Section 4.4, the vesting schedule for any Stock Options granted between September 21, 2011 and September 26, 2017 shall be no less than in three (3) equal annual installments on the first, second and third anniversaries of the date of grant; provided that the Committee may provide, in its sole discretion, that such Stock Options shall vest and become exercisable earlier than such minimum vesting dates, subject to Section 6.4, upon the Participant’s death, Disability, Retirement, or Termination by the Company without Cause or by the Participant for good reason (in the event such term (or words or a concept of like import) is defined in an agreement between the Company or an Affiliate and the Participant in effect at the time of grant) or upon a Change in Control.”
|
“Notwithstanding anything herein to the contrary, subject to Section 4.4, the vesting schedule for any Stock Options granted on or after September 27, 2017 shall be no less than in two (2) equal annual installments on the first and second anniversaries of the date of grant; provided that the Committee may provide, in its sole discretion, that such Stock Options shall vest and become exercisable earlier than such minimum vesting dates, subject to Section 6.4, upon the Participant’s death, Disability, Retirement, or Termination by the Company without Cause or by the Participant for good reason (in the event such term (or words or a concept of like import) is defined in an agreement between the Company or an Affiliate and the Participant in effect at the time of grant) or upon a Change in Control.”
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the Company has caused this amendment to be executed as of the 27st day of September, 2017.
|
| |
Dated: September 27, 2017
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CERTIFICATE OF INCORPORATION
Ascena Retail Group, Inc. (the “Corporation”)
(1)
(2) The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on July 27, 2010 (the “Original Certificate of Incorporation”).
(3) TheThird Amended and Restated Certificate of Incorporation of thesaid Corporation was filed with the Secretary of State of the State of Delaware on August 20, 2010 (the “Amended and Restated Certificate of Incorporation”), which Amended and Restated Certificate of Incorporation amended and restated the Original Certificate of Incorporation.
(4)The Second Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on October 13, 2010 (the “Second Amended and Restated Certificate of Incorporation”), which Second Amended and Restated Certificate of Incorporation amended and restated the Amended and Restated Certificate of Incorporation.
(5) ThisSecondThird Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Sections 242 and 245 of the DGCL, amends and restates the provisions of theSecond Amended and Restated Certificate of Incorporation, and has been duly approved by thewritten consent of the solestockholderstockholders of the Corporation in accordance with Section 228242 of the DGCL.
(56) The text of theSecond Amended and Restated Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:
set forth below:
Section 2. The registered office of the Corporation is to be located at 2711 Centerville Road Suite 400, Wilmington, Delaware, 19808, New Castle County. The name of its registered agent at that address is Corporation Service Company.
Section 3. The purpose of the Corporation is to engage in any lawful act or activities for which corporations may be formed under the General Corporation Law of the State of Delaware, as may be amended, revised, modified or otherwise supplemented from time to time (the “DGCL”).
Section 4. The total authorized capital stock of the Corporation shall consist of the following classes of stock: (a) One Hundred Thousand (100,000) shares of preferred stock with a par value of one cent ($.01)0.01) per share (“Preferred Stock”); and (b) Three Hundred Sixty Million (360,000,000)[[24,000,000] [22,500,000] [21,176,471] [20,000,000] [18,947,368] [18,000,000] [17,142,857] [16,363,636] [15,652,174] [15,000,000] [14,400,000]] shares of common stock with a par value of one cent ($.01)0.01) per share (“Common Stock”). Upon the filing and effectiveness (the “Effective Time”) pursuant to the General Corporation Law of the State of Delaware (the “DGCL”) of this Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of the Corporation, each [[fifteen (15)] [sixteen (16)] [seventeen (17)] [eighteen (18)] [nineteen (19) [twenty (20)] [twenty-one (21)] [twenty-two (22)] [twenty-three (23)] [twenty-four (24)] [twenty-five (25)]] shares of the Corporation’s Common Stock issued and outstanding or held in treasury immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be reclassified combined and converted into one validly issued, fully paid and non-assessable share of Common Stock, par value $0.01 per share, of the Corporation. No fractional shares will be issued in connection with the foregoing. In lieu thereof, the Corporation’s transfer agent shall aggregate all fractional shares and sell them as soon as practicable after the Effective Time at the then-prevailing prices on the open market, on behalf of those stockholders who would otherwise be entitled to receive a fractional share, and after the transfer agent’s completion of such sale, stockholders shall receive a cash payment from the transfer agent in an amount equal to their respective pro rata shares of the total net proceeds of that sale.
(a)Preferred Stock.”
(i) the distinctive serial designation of such series and the number of shares constituting such series (provided that the aggregate number of shares constituting all series of Preferred Stock shall not exceed 100,000);
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(ii) the dividend rate or rates on the shares of that series, the terms and conditions upon which and the periods in respect of which dividends shall be payable, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;
(iii) whether the shares of such series shall be redeemable and, if so, the terms and conditions of such redemption, including the date or dates upon and after which such shares shall be redeemable, the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates, and the manner of selecting shares for redemption if less than all shares of such series are to be redeemed;
(iv) the obligation, if any, of the Corporation to retire shares of such series pursuant to a sinking fund;
(v) whether the shares of such series shall be convertible into, or exchangeable for, shares of stock of any other class or classes and, if so, the terms and conditions of such conversion or exchange, including the price or prices or the rate or rates of conversion or exchange and the terms of adjustment, if any;
(vi) whether the shares of such series shall have voting rights, in addition to the voting rights provided by law and, if so, the terms of such voting rights;
(vii) the rights of the shares of such series in the event of voluntary or involuntary liquidation, distribution of assets, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series;
(viii) whether or not the holders of shares of such series shall have any preemptive rights with respect to issuance of any class of equity shares of the Corporation, with respect to the granting by the Corporation of rights or options to purchase its equity shares of any class or the issuance of shares or other securities convertible into or carrying rights or options to purchase its equity shares of any class; and
(ix) any other terms, relative rights, preferences and limitations of such series.
The Board of Directors is further authorized to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any series, the number of which was fixed by it, subsequent to the issuance of shares of such series then outstanding, subject to the powers, preferences and rights, and the qualifications, limitations and restrictions thereof stated in the resolution of the Board of Directors originally fixing the number of shares of such series. If the number of shares of any series is so decreased, then the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.
(b)Common Stock. The powers, preferences and rights, and the qualifications, limitations and restrictions, of the Common Stock are as follows:
(i) the Common Stock shall be subject to the express terms of the Preferred Stock or any series thereof. Except as may otherwise be provided in this Certificate of Incorporation, in a certificate of designations or by applicable law, each holder of record of shares of Common Stock shall be entitled to one vote for each share of Common Stock held on all matters submitted to a vote of stockholders of the Corporation, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes, and holders of Preferred Stock shall not be entitled to vote at or receive notice of any meeting of stockholders;
(ii) subject to the rights of the holders of Preferred Stock, and subject to any other provisions of this Certificate of Incorporation, as it may be amended from time to time, holders of shares of Common Stock shall be entitled to receive such dividends and other distributions in cash, stock or property of the Corporation if, as and when declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefore;
(iii) in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after payment or provision for the payment of the debts and liabilities of the Corporation and subject to the prior payment in full of the preferential amounts, if any, to which any series of Preferred Stock may be entitled, the holders of shares of Common Stock shall be entitled to receive the assets and funds of the Corporation remaining for distribution in proportion to the number of shares held by them, respectively;
(iv) no holder of shares of Common Stock shall be entitled to preemptive or subscription rights; and
(v) notwithstanding the foregoing, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) or pursuant to the DGCL.
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Section 5. The Corporation is to have perpetual existence.
Section 6. Except as otherwise expressly provided by the terms of any series of Preferred Stock permitting the holders of such series of Preferred Stock to act by written consent, any action required or permitted to be taken by stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders and may not be effected by written consent in lieu of a meeting.
Advance notice of stockholder nominations for the election of directors and of business proposed to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in theby-laws of the Corporation.
Section 7. No director shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended. If the DGCL is amended hereafter to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent authorized by the DGCL, as so amended. Any repeal or modification of thisaccordance with Section 7 shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.
Section 8. The Corporation shall indemnify its directors and officers to the extent set forth in theby-laws of the Corporation.
Section 9. (a)SuperMajority Vote for Approval of Business Combinations.
(i) Notwithstanding any other provisions to the contrary in this Certificate of Incorporation, except as set forth in subparagraph (ii) of this Section 9(a), the affirmative vote of the holders of at least eighty percent (80%) of the outstanding shares of Voting Stock (as hereinafter defined) of the Corporation shall be required for the approval or authorization of any Business Combination (as hereinafter defined) of the Corporation with any Related Person (as hereinafter defined). Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that the affirmative vote of a lesser percentage of stockholders may be specified, by law or otherwise.
(ii) The provisions of this Section 9(a) shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote as may be required by law or otherwise, if either:
(1) the Business Combination shall have been approved by a majority of Continuing Directors (as hereinafter defined) at a meeting at which a Continuing Director Quorum (as hereafter defined) is present; or
(2) the Business Combination shall involve the Corporation and a Subsidiary (as hereinafter defined) in which a Related Person has no direct or indirect interest (other than an interest arising solely by reason of the Related Party’s interest in the Corporation), provided that (a) if the Corporation shall not be the surviving corporation, all stockholders of the Corporation shall be entitled to receive the same type of consideration in such transaction in proportion to their respective stockholdings, (b) the provisions of Sections 9, 10, 11 and 12 hereof shall be continued in effect or adopted by such surviving corporation as part of its articles or certificate of incorporation, as the case may be, and such articles or certificates shall have no provision inconsistent with the provisions of such Sections hereof and (c) the provisions of the Corporation’sby-laws shall continue in effect or shall be adopted by such surviving corporation.
(iii) For purposes of this Section 9:
(1) The term “person” shall mean any individual, firm, corporation or other entity.
(2) The term “Business Combination” shall mean (a) any merger or consolidation of the Corporation or a Subsidiary with or into a Related Person, (b) any sale, lease, exchange, transfer, mortgage, pledge or other disposition (whether in one transaction or in a series of transactions) of all or any Substantial Part of the Assets (as hereinafter defined) of the Corporation (including, without limitation, any securities of a Subsidiary), or of a Subsidiary, to a Related Person, (c) any sale, lease, exchange, transfer, mortgage, pledge or other disposition (whether in one transaction or in a series of transactions) of all or any Substantial Part of the Assets of a Related Person to the Corporation or to a Subsidiary, (d) the issuance of any securities of the Corporation or a Subsidiary to a Related Person, (e) the acquisition by the Corporation or a Subsidiary of any securities of a Related Person, (f) any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any Subsidiary or any other transaction (whether or not with or into or otherwise involving a Related Person) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity securities or securities convertible into equity securities of the Corporation or any Subsidiary which is directly or indirectly owned
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by a Related Person, (g) any loan or other extension of credit by the Corporation or a Subsidiary to a Related Person or any guarantee by the Corporation or a Subsidiary of any loan or other extension of credit by any person to a Related Person, (h) the adoption of any plan or proposal for the dissolution, liquidation or termination of the Corporation or any Subsidiary proposed by or on behalf of a Related Person and (i) any agreement, contract or other arrangement providing for any of the foregoing Business Combination transactions.
(3) The term “Related Person” shall mean any person that is the Beneficial Owner (as hereinafter defined) of five percent (5%) or more of the outstanding shares of Voting Stock of the Corporation, other than (a) any individual or trust that was the Beneficial Owner of five percent (5%) or more of such outstanding shares of the Corporation’s predecessor, The Dress Barn, Inc., on December 31, 1984, such individual’s estate, and any other person that is a Beneficial Owner of five percent (5%) or more of such outstanding shares solely by reason of being an “affiliate” or “associate” of such individual, trust or estate and (b) any profit-sharing, employee stock ownership or other employee benefit plan of the Corporation or any Subsidiary or any trustee of or fiduciary with respect to any such plan when acting in such capacity.
(4) A person shall be a “Beneficial Owner” of any shares of Voting Stock of the Corporation (a) which such person or any of its “affiliates” or “associates” (as those terms are defined in Rule12b-2242 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on January 1, 1985) beneficially owns, directly or indirectly, (b) which such person or any of its “affiliates” or “associates” has, directly or indirectly, (i) the right to acquire (whether such right is exercisable immediately or after the passage of time) pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise or (ii) the right to vote pursuant to any agreement, arrangement or understanding, or (c) which are beneficially owned, directly or indirectly, by any other person with which such person or any of its “affiliates” or “associates” has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Voting Stock of the Corporation.
(5) For the purposes of determining whether a person is a Related Person, the number of shares of Voting Stock of the Corporation deemed to be outstanding shall include all shares of Voting Stock deemed owned by such person through application of paragraph (4) of this subparagraph (iii), but shall not include any other shares of Voting Stock which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise or conversion rights, exchange rights, warrants or options, or otherwise.
(6) The term “Continuing Director” shall mean (a) any member of the Board of Directors (i) who was a member of the Board of Directors on August 20, 2010 or (ii) became a member of the Board of Directors prior to the time that the Related Person became a Related Person, and (b) any successor of a Continuing Director who is not an affiliate, associate, or representative of the Related Person and is nominated or elected to succeed a Continuing Director by a majority of Continuing Directors, provided that such nomination or election shall only be effective if made at a meeting at which a Continuing Director Quorum is present.
(7) The term “Continuing Director Quorum” shall mean a majority of Continuing Directors capable of exercising the powers conferred upon them under the provisions of the Certificate of Incorporation or theby-laws of the Corporation or by law.
(8) The term “Subsidiary” shall mean any corporation more than fifty percent (50%) of any class of equity security of which is owned, directly or indirectly, by the Corporation.
(9) The term “Substantial Part of the Assets” shall mean assets having fair market value or book value, whichever is greater, equal to more than ten percent (10%) of the total assets of a person as of the end of its most recent fiscal year ending prior to the time the determination is made.
(10) The term “Voting Stock” shall mean all of the outstanding shares of capital stock of the Corporation entitled to vote on matters submitted to stockholders generally, and each reference to a proportion of shares of Voting Stock shall refer to such proportion of the votes entitled to be cast by such shares voting as one class.
(iv) Nothing contained in this Section 9 shall be construed to relieve any Related Person of any fiduciary obligation imposed upon it by law.
(v) The Board of Directors shall have the power and duty to determine, on the basis of information then known to it, whether (a) any person is a Related Person, (b) any person is an “affiliate” or “associate” of another, (c) any Business Combination relates to a Substantial Part of the Assets of any person and (d) any director is a Continuing Director and is acting at a meeting at which a Continuing Director Quorum is or was present. Any such determination made in good faith by the Board of Directors shall be conclusive and binding for all purposes of this Section 9.
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(b)Duties of the Board of Directors Regarding Business Combinations. The fact that any action or transaction conflicts with the provisions of Section 9(a) shall not be construed to waive or satisfy any other requirement of law or this Certificate of Incorporation or to impose any fiduciary duty, obligation or responsibility on the Board of Directors or any member thereof to approve such action or transaction or recommend its adoption or approval to the stockholders of the Corporation, nor shall such compliance limit, prohibit or otherwise restrict in any manner the Board of Directors, or any member thereof, with respect to evaluations of or actions and responses taken with respect to such action or transaction. The Board of Directors, when evaluating any Business Combination, shall, in connection with the exercise of its judgment in determining what is in the best interests of the Corporation and its stockholders, give due consideration to all relevant factors, including, without limitation, the social and economic effects on the employees, customers, suppliers and other constituents of the Corporation and its Subsidiaries and on the communities in which the Corporation and its Subsidiaries operate or are located.
Section 10.Amendment of Sections 9 and 10. The provisions of Section 9 and this Section 10 of the Certificate of Incorporation may be amended, altered or repealed only at a meeting of stockholders by vote of the holders of at least eighty percent (80%) of the shares of capital stock entitled to vote on amendments to the Certificate of Incorporation.
Section 11. (a)Classification of Board of Directors. The directors of the Corporation shall be divided into three classes, each class as nearly equal in the number of directors as possible. At each annual meeting of stockholders, directors shall be elected to succeed the directors whose terms will then expire and shall be elected for a term of office that will expire at the third succeeding annual meeting of the stockholders after their election. The directors shall be elected to serve until the annual meeting of the stockholders at which their term expires and until their respective successors shall have been elected and qualified.
(b)Vacancies. Any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause or from newly created directorships arising from an increase in the number of directors shall be filled by a majority vote of the remaining directors then in office, and any directors so chosen shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred or in which the new directorship was created. No decrease in the number of directors shall shorten the term of any incumbent director.
(c)Removal of Directors. Members of the Board of Directors may be removed from officeonly(1) forcause,bytheremainingdirectors,or(2) with or without cause, by stockholder action, at a meeting of stockholders called for that purpose, by vote of at least 80 percent of the shares of capital stock then entitled to vote at an election of directors.
(d)Amendment of Section 11. The provisions of this Section 11 may be amended, altered or repealed only at a meeting of stockholders by vote of the holders of at least 80 percent of the shares of capital stock then entitled to vote on amendments to the Certificate of Incorporation.
Section 12.Amendment ofBy-laws by Stockholders. In furtherance and not in limitation of the powers conferred upon it by the lawsLaw of the State of Delaware the Board of Directors shall have the power, without the assent or voteon ________________, at an Annual Meeting of the stockholders, to adopt, amend or repeal theby-lawsStockholders of the Corporation, by the affirmative voteand such amendment has not been subsequently modified or rescinded.
Section 13. Unless, and except to the extent that, theby-laws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.
________________, 20__.
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ASCENA RETAIL GROUP, INC. 933 MacArthur Boulevard Mahwah, New Jersey 07430 | VOTE BY INTERNET – www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 PM Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. | |
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the cost incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and when prompted, indicate that you agree to receive or access proxy materials electronically in future years. | ||
VOTE BY PHONE – 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions until 11:59 PM Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. | ||
VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | KEEP THIS PORTION FOR YOUR RECORDS | |
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ASCENA RETAIL GROUP, INC. | ||||||||||||||||||||||||||||||||||||
The Board | ||||||||||||||||||||||||||||||||||||
1. | Election of Directors | |||||||||||||||||||||||||||||||||||
Nominees: | ||||||||||||||||||||||||||||||||||||
Terms of office expiring at the 2022 Annual Meeting of Stockholders: | For | Against | Abstain | | ||||||||||||||||||||||||||||||||
01) Katie J. Bayne | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||
02) Paul Keglevic | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||
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04) Stacey Rauch | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||
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2. | |||||||||||||||||||||||||||||||||||||
Proposal to approve, by non-binding vote, the compensation paid to the Company’s named executive officers during fiscal 2019. | For ☐ | Against ☐ | Abstain ☐ | ||||||||||||||||||||||||||||||||||
3. | Proposal to approve an amendment to the Company’s Third Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock, at a ratio to be determined by the Board, and a corresponding reduction in the Company’s authorized shares of common stock. | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||
4. | Proposal to ratify Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for fiscal year ending August 1, 2020. | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||
For address changes and/or comments, please check this box and write them on the back where indicated. ☐ | |||||||||||||||||||||||||||||||||||||
Please indicate if you plan to attend this meeting. | Yes ☐ | No ☐ | |||||||||||||||||||||||||||||||||||
Note: Proxies are authorized to vote in their discretion with respect to other matters which may come before the meeting or any adjournment or postponement thereof. Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. | |||||||||||||||||||||||||||||||||||||
Signature (PLEASE SIGN WITHIN BOX) | Date | Signature (Joint Owners) (SIGN WITHIN BOX) | Date | ||||||||||||||||||||||||||||||||||
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
Address Changes/Comments: | ||||||||