Current Report Filing (8-k)
June 08 2017 - 4:09PM
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
June 8, 2017
Date
of Report (date of earliest event reported)
ASCENA RETAIL
GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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0-11736
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30-0641353
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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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933 MacArthur Boulevard
Mahwah, New Jersey 07430
(Address of principal executive offices, including zip code)
(551)
777-6700
(Registrants telephone number, including area code)
(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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☐
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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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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4c))
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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 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Directors
On June 8, 2017, the Board of Directors (the Board) of Ascena Retail Group, Inc. (the Company) increased the size of the Board to
ten directors pursuant to the Companys
by-laws,
and appointed Marc Lasry and Stacey Rauch to fill the vacancy created by such increase and the existing vacancy on the Board, each as members of the class
of directors whose terms of office expire at the Companys 2019 Annual Meeting of Stockholders (the 2019 Class), effective immediately. Following these appointments, the 2019 Class consists of four directors.
On June 8, 2017, the Company issued a press release announcing Mr. Lasry and Ms. Rauchs appointments to the Board, a copy of which is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
Amendment and Restatement of Executive Severance Plan
On June 8, 2017 (the Restatement Date), the Compensation and Stock Incentive Committee (the Committee) of the Board adopted an
amendment and restatement (the Restatement) of the Companys Executive Severance Plan (the Plan) that provides for the following amendments, which are intended to align the Plan with prevailing market practices and to
give the Company additional flexibility in administering the Plan:
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Prior to a change in control, participants will be required to notify the Company that they have accepted new employment or other service, and thereafter the Company may reduce its obligation to pay the
participants base salary severance
dollar-for-dollar
for every dollar that the participant earns in base salary during the severance period from the
participants new employer;
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In order to receive continued health coverage, participants will be required to timely pay health care continuation premiums at the active employee rate;
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The definition of Good Reason in the Plan (which applies only following a change in control) was revised to clarify the circumstances in which a reduction in base salary and/or benefits will constitute
Good Reason under the Plan;
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The definition of Eligible Employee was revised to clarify that such term does not include any temporary employee, independent contractor, consultant or any other person or entity that the Company does not
classify or treat as an employee;
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The Company reduced the value of outplacement services provided following a participants separation from service; and
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The Plan was amended to remove the restriction that any amendment or termination of the Plan only becomes effective one year after written notice is given to participants.
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These changes are generally effective on the Restatement Date (for participants who become eligible to participate in the Plan following the Restatement Date)
and effective on the first anniversary of the date the Company provides written notice to participants of the Restatement (for participants who were eligible to participate in the Plan immediately prior to the Restatement Date).
The foregoing description of the Restatement does not purport to be complete and is qualified in its entirety by reference to the Restatement, a copy of which
is filed as Exhibit 10.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
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Description
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10.1
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Ascena Retail Group, Inc. Executive Severance Plan, amended and restated effective as of June 8, 2017.
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99.1
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Press Release dated June 8, 2017.
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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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ASCENA RETAIL GROUP, INC.
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Date: June 8, 2017
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By:
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/s/ Duane D. Holloway
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Name:
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Duane D. Holloway
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Title:
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Executive Vice President and General Counsel
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EXHIBIT INDEX
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Exhibit
No
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Description
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10.1
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Ascena Retail Group, Inc. Executive Severance Plan, amended and restated effective as of June 8, 2017.
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99.1
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Press Release dated June 8, 2017.
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