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): December 12, 2014
PERRY ELLIS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Florida | | 0-21764 | | 59-1162998 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
| 3000 N.W. 107th Avenue | | |
| Miami, Florida | | 33172 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(305) 592-2830
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 Securities 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)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 12, 2014, Jane DeFlorio was appointed as an independent director to the Board of Directors (the “Board”) of Perry Ellis International, Inc. (the “Company”). Ms. DeFlorio is a former investment banker with extensive experience in the retail and consumer sectors. She recently retired as a Managing Director of the Retail and Consumer Group at Deutsche Bank Securities Inc. As an independent director, Ms. DeFlorio will serve on the audit and investment committees of the Board and will serve as a member of the class of directors to be elected at the 2016 Annual Meeting of Shareholders. As a director of the Company, she will be entitled to receive grants under the Company’s Amended and Restated 2005 Long-Term Incentive Compensation Plan (the “Plan”).
Contemporaneously with Ms. DeFlorio’s election to the Board, Gary Dix has retired from the Board after more than 20 years of service to the Company.
With this transition, the Board will continue to comprise seven directors, five of whom are independent, and three of whom have joined the Company’s Board within the last year, including J. David Scheiner and Alexandra Wilson.
A copy of the press release announcing Ms. DeFlorio’s election to the Board and Mr. Dix’s retirement is attached asExhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| | 99.1 Perry | Ellis International, Inc. Press Release dated December 16, 2014. |
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.
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| | | | PERRY ELLIS INTERNATIONAL, INC. |
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| Date: December 16, 2014 | | | | By: | | /s/ Cory Shade |
| | | | | | | | Cory Shade, Senior Vice President, General Counsel and Corporate Secretary |
EXHIBIT INDEX
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Exhibit No. | | Description |
| |
| 99.1 | | Perry Ellis International, Inc. Press Release dated December 16, 2014. |
