Item 2.02. Results of Operations and Financial Condition.
On July 28, 2020, The Container Store Group, Inc. announced its financial results for the quarter ended June 27, 2020. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 24, 2020, Jodi L. Taylor notified the Company of her resignation as Chief Financial Officer of the Company, effective as of August 31, 2020 (the “CFO Transition Date”). As previously disclosed and in accordance with her Second Amended and Restated Employment Agreement with the Company, Ms. Taylor will continue to serve as the Company’s Chief Administrative Officer and Secretary following the CFO Transition Date.
On July 27, 2020, the Company’s Board of Directors appointed Jeffrey A. Miller to serve as the Company’s Chief Financial Officer, effective as of the CFO Transition Date, at which point he will succeed Ms. Taylor as principal financial officer of the Company. Mr. Miller will continue to serve as the Company’s principal accounting officer following the CFO Transition Date.
Mr. Miller, 48, has served as the Company’s Vice President and Chief Accounting Officer since August 2013. Prior to joining the Company, Mr. Miller served in variety of roles with increasing responsibility at FedEx Office from 2003 to 2013, progressing to Vice President and Controller from 2008 until his departure. Mr. Miller began his career as a public accountant with Arthur Andersen and Ernst & Young.
In connection with Mr. Miller’s appointment as Chief Financial Officer, Mr. Miller has entered into an employment agreement (the “Agreement”) with the Company. The Agreement provides that Mr. Miller will serve as Chief Financial Officer for a term commencing on August 31, 2020 and ending on August 31, 2023, unless earlier terminated as provided in the Agreement. The Agreement provides for an annual base salary of $375,000, subject to review annually for possible increase. The Company and Mr. Miller agreed to a 33% reduction of his base salary to $251,250 until such time as determined by the Board. The Agreement also provides for an annual cash performance-based bonus with a target of 40% of annual base salary and a maximum of 75% of annual base salary.
The Agreement provides certain severance benefits upon termination by the Company without “Cause” or by Mr. Miller for “Good Reason,” as such terms are defined in the Agreement. The Company and Mr. Miller agreed that the salary reduction will not constitute “Good Reason” for purposes of the Agreement.
Except as described below, upon a termination of employment by the Company without Cause or by Mr. Miller for Good Reason (each, a “Qualifying Termination”), he would be eligible to receive (a) one and one-half times his annual base salary (calculated without applying the salary reduction currently in effect), (b) pro-rata vesting of any of his then-unvested equity awards that are, at the time of termination (i) subject solely to time-based vesting and (ii) scheduled to vest on the next scheduled time-vesting date, with such pro-ration being calculated based on the number of days worked since grant or the most recent time-vesting date, as applicable, and (c) continuation of medical and welfare benefits for him and his eligible dependents for eighteen months following the termination date, paid for by the Company, and a payment to make him whole on an after-tax basis for our payment of these costs. In addition, any of Mr. Miller’s equity awards that are unvested at the time of termination and subject to performance-based vesting would remain outstanding and eligible to vest and become exercisable based on the actual level of achievement of the applicable performance targets, but only with respect to the number of shares eligible to vest on the first time-vesting date that follows Mr. Miller’s termination, and pro-rated based on the number of days worked during the period from grant or the prior time-vesting date.
