The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to this report as Exhibit 1.1.
Item 5.02 Departure of Directors; Election of Director.
On the Effective Date, the Company’s Board of Directors (the “Board”) appointed Beryl B. Raff to serve as an independent Class III director on the Board, effective as of the Effective Date. Ms. Raff fills a vacancy resulting from the resignations from the Board of Vishal V. Patel (a Class III director) and Aileen X. Yan (a Class II director), both designees of affiliates of Kohlberg Kravis Roberts & Co. L.P. (“KKR”), which became effective as of the Effective Date (the “Resignations”) in connection with a reduction in KKR’s holdings in the Company following the Secondary Offering that closed on the Effective Date. Mr. Patel and Ms. Yan each advised the Board that they have no disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Contemporaneous with the Resignations, the Board approved a decrease in the size of the Board from ten directors to nine directors. As a Class III director, Ms. Raff’s term will end at the Company’s 2023 Annual Meeting of Stockholders. The Board also appointed Ms. Raff to the Compensation Committee, effective as of the Effective Date.
Ms. Raff, age 70, has spent over forty years in the retail industry developing her merchandising, senior executive management and board membership experience. Ms. Raff has been the Chairman and Chief Executive Officer of Helzberg Diamonds, a wholly owned subsidiary of Berkshire Hathaway Inc., since 2009. Before joining Helzberg Diamonds, from 2001 to 2009, Ms. Raff held senior merchandising positions with J.C. Penney Company, Inc. (“JC Penney”), most recently as Executive Vice President and General Merchandise Manager, where she was responsible for the day to day operation of the fine jewelry business and served on its Executive Board, which determined strategic direction and initiatives for JC Penney. Prior to JC Penney, Ms. Raff also was Chairman and Chief Executive Officer at Zale Corporation and held senior merchant positions at R. H. Macy & Company. Currently, Ms. Raff serves on the Board of Directors of Helen of Troy, Ltd., including on its Audit Committee and formerly on its Compensation Committee, and on the Board of Directors of Larry H. Miller Company, including on its Governance and Compensation Committees. Previously, Ms. Raff spent seven years on the Board of Directors of The Michaels Companies, Inc., including on its Audit and Compensation Committees, eight years on the Board of Directors of Group 1 Automotive, Inc., including on its Compensation Committee and as chair of its Governance & Nominating Committee, and ten years on the Board of Directors of Jo-Ann’s Stores, Inc., including on its Audit and Governance Committees and as chair of its Compensation Committee. Ms. Raff received her Bachelors of Business Administration from Boston University and her Masters of Business Administration from Drexel University. The Board selected Ms. Raff because of her executive leadership and management experience and extensive business and financial experience related to the retail industry.
The Board has determined that Ms. Raff qualifies as an independent director under the corporate governance standards of Nasdaq. Ms. Raff was not appointed to the Board pursuant to any arrangement or understanding with any other person. Ms. Raff has no family relationships with any director or executive officer of the Company and there are no transactions in which Ms. Raff has an interest requiring disclosure under Item 404(a) of Regulation S-K.
As compensation for her service on the Board, Ms. Raff will receive the Company’s standard compensation for non-employee directors as disclosed in the Company’s 2021 proxy statement filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on April 23, 2021.
The Company and Ms. Raff will enter into the Company’s standard form of indemnification agreement for directors, a copy of which was previously filed as Exhibit 10.37 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 23, 2020.
Item 7.01 Regulation FD Disclosure.
On May 10, 2021, the Company issued a press release announcing Ms. Raff’s appointment and other Board and Board committee composition changes, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information contained under this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the 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 incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
