Current Report Filing (8-k)
September 09 2016 - 4:32PM
Edgar (US Regulatory)
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): September 5, 2016
Lumber Liquidators Holdings, Inc.
(Exact name of registrant as specified in
its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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001-33767
(Commission File Number)
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27-1310817
(I.R.S. Employer Identification No.)
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3000 John Deere Road, Toano, Virginia
(Address of principal executive offices)
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23168
(Zip Code)
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Registrant’s telephone number, including
area code:
(757) 259-4280
Not Applicable
(Former name or former
address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02.
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Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On September 5, 2016, Lumber Liquidators
Holdings, Inc. (the “
Company
”) appointed Martin D. Agard, age 53, as Chief Financial Officer. Mr. Agard’s
employment with the Company is expected to begin on or about September 21, 2016. At such time, Gregory A. Whirley, Jr., who was
appointed as Senior Vice President, Finance on April 24, 2015 and has been serving as interim Chief Financial Officer since June
1, 2015, will be Senior Vice President, Finance. On September 9, 2015, the Company issued a press release announcing Mr. Agard’s
appointment. A copy of the press release is attached hereto as Exhibit 99.1 to this report and is incorporated by reference into
this Item 5.02.
Prior to his appointment, Mr. Agard most
recently served as Senior Vice President and Chief Financial Officer of Kohler Company from April 2013 to October 2015. Prior to
April 2013, Mr. Agard served in various roles with Georgia Pacific Corporation since 2001, most recently as Vice President and
Treasurer from August 2006 to March 2013.
Mr. Agard was appointed pursuant to the
terms of an offer letter agreement, dated August 31, 2016 (the “
Offer Letter Agreement
”). The Offer Letter Agreement
with Mr. Agard provides that Mr. Agard will receive an annual base salary of $435,000. Mr. Agard will be eligible to participate
in the Company’s annual bonus plan for executive management, with a target payout of 60% of his annual base salary and the
opportunity to earn a maximum of 200% of his target payout. Further, Mr. Agard is eligible for a relocation expense reimbursement
of up to $100,000. In addition, Mr. Agard will receive an equity award, consisting of 75% options and 25% restricted stock, with
a total cumulative value of $700,000, that vests ratably over four years. Mr. Agard will not be eligible to receive annual equity
awards in 2018 or 2019.
Pursuant to the Offer Letter Agreement,
if Mr. Agard’s employment is terminated without cause (as defined in the Offer Letter Agreement) within eighteen (18) months
of his actual hire date and provided he executes (i) a severance benefit agreement within thirty (30) days of his actual hire date
and (ii) a general release and waiver, he will be entitled to salary continuation in the amount equivalent to his base salary in
effect as of his termination date for 52 weeks, subject to standard payroll deductions and withholdings.
The foregoing description of the Offer Letter
Agreement is qualified in its entirety by reference to the full text of the Offer Letter Agreement, which was been filed with this
Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
On September 9, 2016, the Company also announced
that it has recently hired Christopher Thomsen as Senior Vice President, Chief Information Officer, whose employment began on August
31, 2016. A copy of the press release is attached hereto as Exhibit 99.1 to this report and is incorporated by reference into this
Item 8.01.
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Item 9.01
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Financial Statements and Exhibits.
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10.1
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Offer Letter Agreement with Martin D. Agard, dated August
31, 2016
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99.1
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Press release dated September 9, 2016
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
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LUMBER LIQUIDATORS HOLDINGS, INC.
(Registrant)
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Date: September 9, 2016
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By:
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/s/ Jill Witter
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Jill Witter
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Secretary and Chief Legal Officer and Chief Compliance Officer
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EXHIBIT INDEX
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10.1
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Offer Letter Agreement with Martin D. Agard, dated August
31, 2016
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99.1
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Press release dated September 9, 2016
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