Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On March 28, 2019, Andrea J. Funk informed the Board of Directors (the “Board”) of Destination Maternity Corporation (the “Company”) that she has decided to resign from the Board, effective immediately. Ms. Funk’s resignation is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Current Board member Lisa Gavales will replace Ms. Funk as chair of the Nominating and Corporate Governance committee.
(d) On March 29, 2019, the Board appointed Mr. Gregory Kleffner to the Board of the Company to fill the vacancy created by the resignation of Ms. Funk. Mr. Kleffner will serve as a member of the Company’s Audit Committee and Compensation Committee. There are no arrangements or understandings between Mr. Kleffner and any other persons pursuant to which he was appointed as a director of the Company, he has no family relationships with any of the Company’s directors or executive officers, and he is not a party to, and he does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of RegulationS-K.
In connection with the appointment of Mr. Kleffner as anon-employee director of the Company, the Board granted him 4,000 shares of restricted stock pursuant to the Company’s 2005 Equity Incentive Plan. These shares of restricted stock will vest on the first anniversary of the grant date.
Item 7.01. Regulation FD Disclosure.
On April 1, 2019, the Company issued a press release in connection with the appointment of Mr. Kleffner as a director. A copy of the press release is furnished as exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.