Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
On August 13, 2018, the Board of Directors (the “Board”) of Destination Maternity Corporation (the “Company”) increased the number of directors on the Board from four to five, and appointed Andrea J. Funk to fill the resultant vacancy. Ms. Funk has also been appointed to serve as a member of the Audit Committee of the Board, and as a member and chair of the Nominating and Corporate Governance Committee of the Board, effective as of August 13, 2018. Ms. Funk’s term will expire at the Annual Meeting of Stockholders to be held following fiscal year 2018.
In connection with her appointment as anon-employee director of the Company, the Board authorized a grant to Ms. Funk of 4,000 shares of restricted stock pursuant to the Company’s 2005 Equity Incentive Plan (the “Plan”). The number of shares of restricted stock granted to Ms. Funk equals the grant of restricted stock that is issued to eachnon-employee director at the conclusion of the Company’s Annual Meeting of Stockholders in accordance with the Company’snon-employee director compensation policies. Consistent with other grants of restricted stock tonon-employee directors, the shares granted to Ms. Funk will vest on the earlier of (a) the first anniversary of the date of grant, or (b) the end of the day immediately prior to the Company’s first Annual Meeting of Stockholders held after the date of grant, subject to acceleration in the event of her death or disability or upon a change in control of the Company, and are subject to the terms and conditions of the Plan and the Company’s standard Restricted Stock Award Agreement for Directors as previously filed with the Securities and Exchange Commission.
Departure of Executive Vice President & Chief Financial Officer
On August 14, 2018, the Company announced that David Stern, Executive Vice President & Chief Financial Officer, has departed the Company, effective at the close of business on August 10, 2018.
In connection with Mr. Stern’s departure, and in accordance with his Executive Employment Agreement with the Company dated July 20, 2016 (the “Employment Agreement”), the Company has entered into a Separation and Release Agreement with Mr. Stern, pursuant to which Mr. Stern has granted a general release in favor of the Company as a condition of receiving the payments and other benefits specified in Section 5.1 of the Employment Agreement, filed as Exhibit 10.15 to the Company’s Form10-K for the year ended February 3, 2018. The foregoing description of the Separation and Release Agreement is not complete and is subject to and qualified in its entirety by reference to the full text of the Separation and Release Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On August 13, 2018, the Company issued a press release announcing the appointment of Ms. Funk to the Board. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
On August 14, 2018, the Company issued a press release relating to Mr. Stern’s departure. A copy of the press release is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
