CEO; however, the Company has agreed to extend Mr. Helkey’s relocation benefits (and the date by which Mr. Helkey must relocate to the Moorestown, New Jersey area) pursuant to his existing employment agreement with the Company until June 30, 2020. Ms. Ryan and Mr. Helkey have executed letter agreements with the Company regarding their service as members of the Office of the CEO (the “Ryan Letter” and the “Helkey Letter,” respectively). Pursuant to the Ryan Letter, the Company has also agreed to adjust the length of Ms. Ryan’snon-competition covenant to align with the severance provisions under her existing employment agreement with the Company (that is, Ms. Ryan’snon-competition covenant will survive for a period following termination of (x) 6 months, if such termination occurs before November 1, 2019, (y) 9 months, if such termination occurs on or after November 1, 2019, but prior to November 1, 2020, or (z) 12 months if such termination occurs on or after November 1, 2020).
The above summaries of the Chair Letter, Ryan Letter, and Helkey Letter do not purport to be complete and are qualified in their entirety by reference to the full terms of each such letter, which are filed herewith as Exhibits 10.1, 10.2, and 10.3, respectively.
Appointment of Eugene I. Davis to the Board
On June 12, 2019, the Board appointed Mr. Eugene I. Davis as a director on the Board, effective as of June 13, 2019, to fill the vacancy created by the resignation of Ms. Ryan from the Board. Mr. Davis will serve as Chair of the Board, replacing Anne-Charlotte Windal who will step down as Chair of the Board (but will remain as a member of the Board). The Board is evaluating committee assignments and will establish which committees Mr. Davis will serve on at a later date. There are no arrangements or understandings between Mr. Davis 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) ofRegulation S-K.
Currently, Mr. Davis, 64, serves as the Chairman and Chief Executive Officer of PIRINATE Consulting Group, LLC, a privately held consulting firm specializing in turnaround management, merger and acquisition consulting, hostile and friendly takeovers, proxy contests and strategic planning advisory services for domestic and international public and private business entities. Mr. Davis’ career includes extensive retail experience. He has advised, managed and served in various senior leadership positions in the retail space throughout his career, specializing in difficult turnaround situations with a focus on maximizing shareholder value. He was the President, Vice Chairman and a director of Emerson Radio Corporation, a consumer electronics company, from 1990 to 1997 and was the Chief Executive Officer and Vice Chairman of Sport Supply Group, Inc., a direct-mail marketer of sports equipment, from 1996 to 1997.
Mr. Davis began his career in 1980 as an attorney and international negotiator with Exxon Corporation and Standard Oil Company (Indiana) and was in private practice from 1984 to 1998. Mr. Davis is and has also been a director of several private and public companies in various industries.
In connection with the appointment of Mr. Davis as a Chair of the Board, the Board granted him 6,000 shares of restricted stock pursuant to the Company’s Amended and Restated 2005 Equity Incentive Plan. Consistent with other grants of restricted stockto non-employee directors, the shares granted to Mr. Davis 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 his death or disability or upon a change in control of the Company. Mr. Davis will otherwise be entitled to compensation for his service as anon-employee director in accordance with ourNon-Employee Director Compensation Policy, which is described in the Company’s definitive proxy statement, filed on April 25, 2019, under “Compensation of Directors,” and which description is incorporated by reference herein.
Item 7.01 Regulation FD Information.
On June 12, 2019, the Company issued a press release relating to the management changes described in thisForm 8-K. A copy of the press release is furnished herewith as Exhibit 99.1.
In accordance with General Instruction B.2 ofForm 8-K, the information being furnished under this Item 7.01 pursuant to this Current Reporton Form 8-K (this “Form 8-K”) shall not be deemed to be “filed” for purposes of
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