Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 16, 2023

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Savers Value Village, Inc.

(Exact name of Registrant as specified in its charter)

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Delaware (State of Incorporation)	001-41733 (Commission File Number)	83-4165683 (I.R.S. Employer Identification Number)
11400 S.E. 6th Street, Suite 125 Bellevue, WA 98004
(Address of principal executive offices and zip code)
(425) 462-1515
(Registrant's telephone number, including area code)

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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 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))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, par value $0.000001	SVV	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

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.

On October 16, 2023, the Board of Directors (the “Board”) of Savers Value Village, Inc. (the “Company”) appointed Susan O’Farrell as an independent director and as a member of the Board’s Audit Committee. In connection with this change, the Board also approved an increase in the size of the Board from eight to nine members.

Ms. O’Farrell brings financial expertise and extensive leadership experience in the retail industry. Ms. O’Farrell served as Chief Financial Officer, Principal Accounting Officer and Treasurer at BlueLinx Holdings Inc. (BXC), a wholesale distributor of building and industrial products, from 2014 to 2020. Ms. O’Farrell has been a senior financial executive holding several roles with The Home Depot, a specialty retailer, from 1999 to 2014. Ms. O’Farrell began her career with Andersen Consulting, LLP (now Accenture), leaving as an Associate Partner in 1996 for a strategic information systems role with AGL Resources (now Southern Company Gas). Ms. O’Farrell served as Director of BlueLinx Corporation, a subsidiary of BlueLinx Holdings. Ms. O’Farrell currently serves on the board of directors and as the Audit Committee Chair of Leslie’s, Inc. (LESL), a specialty retailer of pool supplies that completed its initial public offering in 2020. She also serves on the board of directors of American Trailer World Corp. and International Women’s Forum – Georgia Chapter. Ms. O’Farrell is a qualified financial expert and a holder of the CERT Certificate in Cybersecurity Oversight from Carnegie Mellon. Ms. O’Farrell has a B.S. in business administration from Auburn University and completed the Emory Goizueta Executive Leadership Program.

There are no arrangements or understandings between Ms. O’Farrell and any other person pursuant to which Ms. O’Farrell was selected as a director, and there are no transactions between Ms. O’Farrell and the Company that would require disclosure under Item 404(a) of Regulation S-K. Ms. O’Farrell does not have any family relationships with any executive officer or director of the Company. Ms. O’Farrell will receive the standard compensation amounts payable to non-employee directors of the Company and will enter into the Company’s standard form indemnification agreement for directors and officers. For a description of the Company’s director compensation policy and standard form indemnification agreements, see the sections titled “Director Compensation—Post-Offering Director Compensation Program” and “Certain Relationships and Related Party Transactions—Indemnification of officers and directors” as set forth in the Company’s prospectus as filed with the U.S. Securities and Exchange Commission in accordance with Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”), on June 30, 2023.

Item 7.01 Regulation FD Disclosure.

The October 16, 2023 press release announcing the changes to the Company’s Board is being furnished with this Current Report on Form 8-K as Exhibit 99.1. The information in Item 7.01 of this report (including Exhibit 99.1) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Description
99.1						Press release dated October 16, 2023
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.


		SAVERS VALUE VILLAGE, INC.

Date:	October 16, 2023	By:	/s/ Richard Medway
		Name:	Richard Medway
		Title:	General Counsel, Chief Compliance Officer and Secretary

Exhibit 99.1

Savers Value Village™ Appoints Susan O’Farrell to Board of Directors

BELLEVUE, Wash., October 16, 2023 – Savers Value Village, Inc. (NYSE: SVV) (the “Company”) today announced the appointment of Susan O’Farrell as an independent director to the Company’s Board of Directors (the “Board”) and as a member of the Board’s Audit Committee, effective October 16, 2023. With the addition of Ms. O’Farrell, the Board now has nine members.

Ms. O’Farrell brings over 35 years of executive and senior leadership experience to the Company. She is an accomplished leader with financial and operations expertise in the retail, building products and industrial industries. She most recently served as Senior Vice President, Chief Financial Officer, Principal Accounting Officer, and Treasurer for BlueLinx Corporation, a wholesale distributor of building and industrial products. Previously, she served in a number of executive leadership roles for The Home Depot, the largest home improvement retailer in the United States, as well as Southern Company Gas and Accenture.

“We are excited to welcome an executive of Susan’s caliber to the Board,” said Scott Graves, Chairman of the Savers Value Village Board. “Given her multiple leadership roles at public companies, she brings a wealth of experience in retail, operations and finance that will complement the Board’s strengths and help position the Company for growth and success. We have no doubt that she will be an outstanding partner as we continue to grow and deliver for the thrift community at scale.”

“I’m thrilled to be joining Savers Value Village at such a pivotal time as the reuse industry is evolving and growing,” said Ms. O’Farrell. “It is truly a mission-driven company, combining purpose and profit in a conscious and thoughtful way for its people and the environment. I look forward to working with the Board and leadership team in supporting the Company’s long-term strategic goals.”

Ms. O’Farrell has gained extensive public, private and not-for-profit board experience over the course of her career. She currently serves on the Board of Directors and as Audit Committee Chair for Leslie’s, Inc., the largest retailer of swimming pools and supplies, as well as on the Board of Directors and as Audit Committee Chair of American Trailer World Corp. and on the Board of International Women’s Forum – Georgia Chapter. Previously, she was the Board Chair for CHRIS 180, a not-for-profit behavioral health organization, as well as the Board Chair for The Atlanta's Children's Shelter. She holds a Bachelor of Science in business administration from Auburn University and has completed the Emory Goizueta Executive Leadership Program.

About the Savers Value Village™ family of thrift stores

As the largest for-profit thrift operator in the United States and Canada for value priced pre-owned clothing, accessories and household goods, our mission is to champion reuse and inspire a future where secondhand is second nature. Learn more about the Savers family of thrift stores, our impact, and the #ThriftProud movement at savers.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward looking statements can be identified by words such as “could,” “may,” “might,” “will,” “likely,” “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “continues,” “projects” and similar references. Forward-looking statements are based on the Company’s current expectations and assumptions regarding its business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, the Company’s actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in the Company’s earnings release dated August 10, 2023, which is included as an exhibit to the

Company’s Form 8-K furnished to the United States Securities and Exchange Commission (“SEC”) on such date and the Company’s SEC filings, including its most recent report on Form 10-Q. Any forward-looking statement made in this press release speaks only as of the date on which it is made. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company is not under any obligation (and specifically disclaims any such obligation) to update or alter these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contacts

Media
Edelman Smithfield | 713.299.4115 | Savers@edelman.com
Savers | 206.228.2261 | sgaugl@savers.com

Investors
ICR | 203.682.4810 | john.rouleau@icrinc.com

Cover	Oct. 16, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 16, 2023
Entity Registrant Name	Savers Value Village, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-41733
Entity Tax Identification Number	83-4165683
Entity Address, Address Line One	11400 S.E. 6th Street, Suite 125
Entity Address, City or Town	Bellevue
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98004
City Area Code	425
Local Phone Number	462-1515
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.000001
Trading Symbol	SVV
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001883313