Current Report Filing (8-k)
June 13 2017 - 9:17AM
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): June 9, 2017
SEARS HOLDINGS CORPORATION
(Exact name of registrant as specified in charter)
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Delaware
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000-51217, 001-36693
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20-1920798
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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3333 Beverly Road
Hoffman Estates, Illinois
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60179
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(Address of principal executive offices)
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(Zip code)
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Registrants telephone number, including area code: (847) 286-2500
(Former name or former address, if changed since last report): Not Applicable
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):
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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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 June 9, 2017, the Compensation Committee of the Board of Directors of Sears Holdings Corporation (the Company) approved changes to the
compensation of Sean Skelley, the Companys President, Home Services. In connection with such changes, Mr. Skelley entered into a letter agreement and Special Incentive Award Agreement with the Company (collectively, the
Agreement). The Agreement amends the prior letter agreement entered into between Mr. Skelley and the Company dated as of September 24, 2015 and provides that Mr. Skelley will be eligible to receive a $125,000 bonus if he
is employed by the Company on August 31, 2017, an additional $125,000 bonus if he is employed by the Company on February 3, 2018 and an additional $250,000 bonus if he is employed by the Company on February 2, 2019, in each case
subject to the terms of the Agreement, with such bonuses to be credited against any fiscal 2017 or fiscal 2018, respectively, annual incentive bonuses that would be paid to Mr. Skelley. In exchange for these additional bonus opportunities, the
Agreement also terminates Mr. Skelleys Executive Severance Agreement, but the Agreement contains customary non-disclosure, non-solicitation and non-competition restrictions contained in the Companys form executive severance
agreement. If Mr. Skelley is involuntarily terminated by the Company, other than for cause (as defined in the Agreement), he will receive a pro-rata portion of the applicable bonus for the period in which the termination date occurs. If either
Mr. Skelleys employment is terminated by the Company for cause (as defined in the Agreement) or Mr. Skelley voluntarily terminates his employment for any reason, then Mr. Skelley will forfeit any amounts not yet payable to him
under the Agreement. Mr. Skelley also will be eligible to receive a bonus upon the completion of any material externalization effort of the Companys Home Services business, with the amount of the bonus to be determined by the Compensation
Committee in its sole and absolute discretion. No other changes were made to Mr. Skelleys current compensation arrangements.
Additionally, as
part of the Companys previously announced initiatives to simplify its organizational structure, effective as of June 15, 2017, Stephan H. Zoll will depart from his position as President, Online of the Company. Mr. Zoll is entitled to
certain benefits and is subject to certain restrictions under the terms of his existing agreements with the Company, as further described in the Companys definitive proxy statement on Schedule 14A, filed with the Securities and Exchange
Commission on March 31, 2017.
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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SEARS HOLDINGS CORPORATION
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Date: June 13, 2017
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By:
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/s/ Robert A. Riecker
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Robert A. Riecker
Chief Financial
Officer
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