Current Report Filing (8-k)
April 17 2019 - 4:18PM
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):
April
17, 2019
PIER 1 IMPORTS, INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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001-07832
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75-1729843
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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100 Pier 1 Place Fort Worth, Texas
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76102
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code:
817-252-8000
N/A
(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 (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))
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. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Departure of Executive Vice President and Chief Financial Officer and
Principal Financial Officer of the Company, Nancy A. Walsh
:
Nancy A. Walsh, Executive Vice President and Chief Financial Officer and
Principal Financial Officer of Pier 1 Imports, Inc. (the “Company”), is
leaving the Company effective April 17, 2019. As of the date of this
Current Report on Form 8-K, the Company and Ms. Walsh had not yet
finalized the terms of her separation from service with the Company. Ms.
Walsh’s departure was not related to a disagreement with the Company
over any of its financial disclosures, accounting policies or practices,
or operations.
Appointment of Interim Principal Financial Officer of the Company,
Darla D. Ramirez
:
Effective April 17, 2019, Darla D. Ramirez, age 57, Vice President and
Controller of the Company’s operating subsidiaries and the Company’s
Principal Accounting Officer, has been appointed Interim Principal
Financial Officer of the Company. Ms. Ramirez has served as the
Company’s Principal Accounting Officer since January 2011. From October
4, 2017 through January 24, 2018, she also served as Interim Chief
Financial Officer of the Company.
The selection of Ms. Ramirez to serve as Interim Principal Financial
Officer of the Company was not pursuant to any agreement or
understanding between her and any other person. There are no
transactions between the Company and Ms. Ramirez that would be
reportable under Item 404(a) of SEC Regulation S.K. In addition, the
Company has determined that there are no family relationships between
Ms. Ramirez and any director or executive officer of the Company.
Item 7.01 Regulation FD Disclosure
.
On April 17, 2019, the Company issued a press release announcing the
management changes described in this Current Report on Form 8-K. A copy
of the press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the press
release is deemed to be “furnished” and shall not be deemed “filed” for
the purpose of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section, nor
shall press release, or any of the information contained therein, be
deemed incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 8.01 Other Events.
Effective April 17, 2019, Deborah Rieger-Paganis has been appointed
Interim Chief Financial Officer of the Company. Ms. Rieger-Paganis, age
63, is employed as a managing director of AlixPartners, LLP, a global
consulting firm, and will continue in that capacity while serving as
Interim Chief Financial Officer of the Company. In her capacity as a
managing director at AlixPartners, Ms. Rieger-Paganis has worked closely
with the Company’s leadership team in a consulting capacity. Ms.
Rieger-Paganis has more than 30 years of experience leading and
improving retail companies’ finance organizations and business
operations, including her 17 years at AlixPartners, where she has served
as both an advisor and an interim chief financial officer to a range of
companies.
On April 17, 2019, the Company entered into an agreement for the
provision of interim management services (the “APS Agreement”) with AP
Services, LLC (“APS”), pursuant to which Ms. Rieger-Paganis will serve
as Interim Chief Financial Officer of the Company. The APS Agreement
provides that APS will make Ms. Rieger-Paganis available to serve as
Interim Chief Financial Officer of the Company and the Company will pay
APS $50,000 per week, plus reasonable out-of-pocket expenses, for Ms.
Rieger-Paganis’ services. The APS Agreement also provides for the
indemnification of APS and its affiliates and its and their partners,
directors, officers, employees and agents, including Ms. Rieger-Paganis,
from and against all claims, liabilities, losses, expenses and damages
arising out of or in connection with the engagement of APS contemplated
by the APS Agreement. In addition, pursuant to the APS Agreement, Ms.
Rieger-Paganis is to receive the benefit of the most favorable
indemnification provisions provided by the Company to its directors,
officers and any equivalently placed employees and is required to be
included under the Company’s policy for liability insurance covering the
Company’s directors, officers and any equivalently placed
employees. Ms. Rieger-Paganis will not receive any compensation
directly from the Company and is expected to continue to be employed and
compensated by APS during the term of her service as Interim Chief
Financial Officer.
AlixPartners, LLP (“AlixPartners”), an affiliate of APS, and the Company
are parties to a letter agreement, dated January 14, 2019 and the
addendums thereto (collectively, the “AlixPartners Consulting
Agreement”), pursuant to which AlixPartners provides financial and
operational consulting services to the Company on a per project basis,
including the areas of liquidity management, treasury advice, revenue,
margin and inventory analysis, identification of cost-cutting
opportunities, promotion optimization, store footprint optimization and
other financial and operational advice. The Company has paid and
continues to pay AlixPartners for the services provided to the Company
under the AlixPartners Consulting Agreement. It is expected that
AlixPartners will continue to provide the Company with financial and
operational consulting services on a per project basis for the immediate
future.
Item 9.01 Financial Statements and Exhibits.
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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PIER 1 IMPORTS, INC.
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Date:
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April 17, 2019
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By:
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/s/ Robert E. Bostrom
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Robert E. Bostrom, Executive Vice President,
Chief Legal and
Compliance Officer and
Corporate Secretary
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4
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