UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 18, 2014
_________________
PACIFIC SUNWEAR OF CALIFORNIA, INC.
(Exact Name of Registrant as Specified in Charter)
|
| | |
California (State or Other Jurisdiction of Incorporation) | 0-21296 (Commission File Number) | 95-3759463 (IRS Employer Identification No.) |
|
| | |
3450 East Miraloma Avenue Anaheim, CA (Address of principal executive offices) | | 92806-2101 (Zip Code) |
(714) 414-4000
Registrant’s telephone number, including area code
_________________
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 (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a−12 under the Exchange 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 November 18, 2014, Pacific Sunwear of California, Inc. (the “Company”) announced that Amber Fredman-Tarshis, age 39, has been appointed Senior Vice President and Chief Marketing Officer of the Company. She will report directly to the Company’s Chief Executive Officer, Gary H. Schoenfeld.
Ms. Fredman-Tarshis was Senior Vice President and Chief Marketing Officer of Guess? Inc. from February 2012 to November 14, 2014. Prior to joining Guess?, Ms. Fredman-Tarshis was Senior Vice President and Chief Marketing Officer of The Hub Network from November 2009 to February 2012; Senior Vice President, Marketing of Victoria’s Secret from November 2006 to October 2009; and Vice President, Global Brand Management of Warner Bros. Entertainment from March 2002 to November 2006.
Ms. Fredman-Tarshis will receive a base salary of $400,000 and an annual incentive bonus opportunity based on the Company’s achievement of a pre-set financial target and her achievement of performance criteria to be established by the Chief Executive Officer. Ms. Fredman-Tarshis’ target incentive bonus will be 50% of her base salary with a maximum incentive bonus of 100% of her base salary. She will also receive a signing bonus of $50,000 which she would be obligated to repay if she voluntarily terminates her employment with the Company within two years of her start date (the “Repayment Period”) unless such termination is due to disability, circumstances giving rise to her constructive discharge, breach of the terms of her offer of employment, or other circumstances beyond her control. During the Repayment Period, Ms. Fredman-Tarshis will receive a daily pro-rata credit against repayment of the signing bonus for each day of her employment.
Ms. Fredman-Tarshis will be entitled to an equity award grant, subject to the approval of the Compensation Committee of the Board of Directors, of 125,000 restricted shares of the Company’s common stock. The restricted stock award will vest, subject to Ms. Fredman-Tarshis’ continued employment, in 25% installments on each of the first four anniversaries of the grant date.
Ms. Fredman-Tarshis will also be entitled to participate in the Company’s benefit plans on terms consistent with those generally applicable to the Company’s other executives, including (i) severance benefits under the Company’s Executive Severance Plan, as amended, which was previously filed as Exhibit 10.12 to the Company’s Form 10-K filed with the SEC on April 1, 2009 (the “ESP”), and (ii) severance benefits comparable to those under the ESP in the event the ESP is terminated or changed and not replaced with a comparable plan or arrangement, or the Company modifies or fails to provide or comply with any of the benefits, terms and conditions of her offer of employment without her written consent and she resigns as a result of such modification or failure.
Item 7.01 Regulation FD Disclosure
On November 18, 2014, the Company issued a press release announcing Ms. Fredman-Tarshis’ appointment as Senior Vice President and Chief Marketing Officer. The full text of the press release is furnished as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release issued by the Company on November 18, 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.
Dated: November 18, 2014
|
| |
| PACIFIC SUNWEAR OF CALIFORNIA, INC. |
| |
| /s/ CRAIG E. GOSSELIN |
| Craig E. Gosselin Sr. Vice President, General Counsel and Human Resources |
CONTACT:
Michael W. Kaplan
Chief Financial Officer
(714) 414-4003
PACSUN HIRES AMBER FREDMAN-TARSHIS AS SENIOR VICE PRESIDENT AND
CHIEF MARKETING OFFICER
ANAHEIM, Calif., (November 18, 2014) -- Pacific Sunwear of California, Inc. (“PacSun” or the “Company”) (NASDAQ: PSUN) announced today the appointment of Amber Fredman-Tarshis as its Senior Vice President and Chief Marketing Officer.
“I have been really impressed by Amber’s leadership and marketing acumen since I was first introduced to her five years ago, and I am very excited to now have her join the PacSun team,” said Gary H. Schoenfeld, President and CEO. “Amber’s diverse and accomplished marketing career, which includes executive roles at Puma, Warner Bros., Victoria’s Secret and most recently CMO at Guess?, is a great complement to expanding and diversifying our coveted portfolio of brands and connecting to our 17-24 year old target demographic.”
In her role, Ms. Fredman-Tarshis will work closely with the Company’s leadership team to further strengthen the PacSun brand among consumers while developing new and effective ways of reaching the consumer. She will report directly to Mr. Schoenfeld.
“I followed what Gary did with Vans as he turned it into a highly relevant global lifestyle brand, and I believe that PacSun is on the cusp of accomplishing a similar transformation,” said Ms. Fredman-Tarshis. “Much of my career has been focused on creating emotional connections with consumers and telling great stories that bring brands to life. I look forward to developing the brand's Golden State of Mind™ positioning and celebrating the incredible stories PacSun has to share.”
# # #
About Pacific Sunwear of California, Inc.
Pacific Sunwear of California, Inc. and its subsidiaries (collectively, "PacSun" or the "Company") is a leading specialty retailer focused on bringing customers a curated merchandise assortment featuring relevant and covetable brands that authentically embody the creativity, optimism and diversity inspired by the California lifestyle. The Company sells a combination of casual apparel, accessories and footwear designed to appeal to older teens and young adults. As of November 18, 2014, the Company operates 620 stores in all 50 states and Puerto Rico. PacSun's website address is www.pacsun.com.
Pacific Sunwear Safe Harbor
This press release contains "forward-looking statements" including, without limitation, the statements made by the Company, Mr. Schoenfeld and Ms. Fredman-Tarshis in the second, third and fourth paragraphs. In each case, these statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company intends that these forward-looking statements be subject to the safe harbors created thereby. These statements are not historical facts and involve estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements. Uncertainties that could adversely affect the Company's business and results include, among others, the following factors: increased sourcing and product costs; adverse changes in U.S. and world economic conditions generally; adverse changes in consumer spending; changes in consumer demands and preferences; adverse changes in same-store sales; higher than anticipated markdowns and/or higher than estimated selling, general and administrative costs; currency fluctuations; competition from other retailers and uncertainties generally associated with apparel retailing; merchandising/fashion risk; lower than expected sales from private label merchandise; reliance on key personnel; economic impact of natural disasters, terrorist attacks or war/threat of war; shortages of supplies and/or contractors as a result of natural disasters or terrorist acts, which could cause unexpected delays in store relocations, renovations or expansions; reliance on foreign sources of production; and other risks outlined in the Company's filings with the Securities and Exchange Commission ("SEC"), including but not limited to the Company's Annual Report on Form 10-K for the fiscal year ended February 1, 2014, and subsequent periodic reports filed with the SEC. Historical results achieved are not necessarily indicative of future prospects of the Company. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company assumes no obligation to update or revise any such forward-looking statements to reflect events or circumstances that occur after such statements are made. Nonetheless, the Company reserves the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this press release. No such update shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide any other updates.