UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 17, 2022
Ollie's Bargain Outlet Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
| | 001-37501
| | 80-0848819
|
| (State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No. |
6295 Allentown Boulevard
Suite 1 Harrisburg, Pennsylvania | | 17112
|
| (Address of Principal Executive Offices) | | (Zip Code) |
(717) 657-2300
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.001 par value
| OLLI
| The NASDAQ Stock Market LLC
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 17, 2022, Ollie’s Bargain Outlet Holdings, Inc. (the “Company”) announced its hiring of Robert F. Helm as Senior Vice President and Chief Financial Officer of the Company.
Mr. Helm, 43, will report to John Swygert, President and Chief Executive Officer, and will lead the Accounting, Financial Planning and Analysis, Financial Reporting and Compliance, and Investor Relations teams. Most recently Mr. Helm served as Chief Financial Officer of The Children’s Place, Inc. (“TCP”), a children’s specialty apparel retailer. After joining TCP in 2016 as Vice President and Controller, he assumed roles of increasing responsibility, leading to his appointment to Chief Financial Officer in 2021. Prior to TCP, he held various finance leadership roles at prominent retailers including Ralph Lauren, Rag & Bone, and FreshDirect. Mr. Helm began his career in public accounting and auditing, including at KPMG LLP.
There are no arrangements or understandings between Mr. Helm and any other person pursuant to which Mr. Helm was appointed as an officer of the Company. Mr. Helm does not have any family relationship with any director or officer of the Company or any other person nominated or chosen by the Company to become a director or executive officer, and there are no transactions in which Mr. Helm has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Mr. Helm’s employment will be governed by an employment agreement (the “Employment Agreement”) between Mr. Helm and the Company. During the term of employment, Mr. Helm will (i) receive a starting base salary equal to $450,000, (ii) be eligible for an annual bonus corresponding to the Company EBITDA (as defined in the Employment Agreement) for such fiscal year (with a maximum of 100% of base salary) with such bonus calculated in a manner consistent with past practice, (iii) receive a relocation allowance and capped reimbursement for relocation-related temporary housing, in each case subject to repayment if employment is ended within 24 months, (iv) be eligible to participate in all benefit plans generally available to senior executive officers of the Company, and (v) be entitled to 15 days of paid vacation per year for the first five years of employment, increasing to 20 days of paid vacation per year beginning with the sixth year of employment.
During the term of employment, and for specified periods thereafter, Mr. Helm will be subject to confidentiality provisions as well as provisions relating to proprietary rights, non-solicitation, and non-competition.
If the Company terminates Mr. Helm without “cause” (as defined in the Employment Agreement) or if Mr. Helm terminates his employment for “good reason” (as defined in the Employment Agreement), the Company shall continue to pay Mr. Helm his base salary for a period of 12 months after the termination date (the “Severance Period”) and continue to pay certain benefits to the extent permitted under such plans until the earlier of the Severance Period and the date he has commenced new employment.
In connection with entering into the Agreement, the Company will provide Mr. Helm with a long-term incentive equity grant valued at $650,000 with approximately fifty percent (50%) of the value from Restricted Stock Units (RSUs), and fifty percent (50%) of the value from stock options to purchase shares of the Company’s common stock, to be issued pursuant to, and subject to the terms and conditions of, the Ollie’s Bargain Outlet Holdings, Inc. 2015 Equity Incentive Plan. These long-term incentives will be valued as of the close of trading on October 17, 2022.
The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.
On October 17, 2022, the Company issued a press release relating to Mr. Helm’s new appointment. A copy of such press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| | (d) | Exhibits. The following exhibits are filed with this report: |
| | EXHIBIT INDEX |
| | Exhibit No. | | Description |
| | | | Employment Agreement, effective October 17, 2022, by and between Ollie’s Bargain Outlet, Inc. and Robert F. Helm. |
| | | | Press Release dated October 17, 2022. |
| | 104 | | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | OLLIE’S BARGAIN OUTLET HOLDINGS, INC. |
| | | |
| Date: October 17, 2022 | By: | /s/ James J. Comitale |
| | | Name: James J. Comitale |
| | | Title: Senior Vice President, General Counsel & Corporate Secretary |
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