PROPOSAL 1:
ELECTION OF DIRECTORS
Our
board of directors currently consists of seven directors, Brian P. Carney, Jonathan Duskin, Laurens M. Goff, Margaret L. Jenkins, Barbara Levy, John S. Lupo and Bruce D. Smith. In accordance with the Companys bylaws and certificate of
incorporation, our board determines the number of directors on our board, but such number cannot be less than five or more than nine. Our board has currently fixed the size of the board at seven members.
At the 2018 annual meeting of stockholders, stockholders approved amendments to the Companys Second Amended and Restated Certificate of
Incorporation to phase out the classification of the terms of our directors and to provide instead for the annual election of our directors. Prior to the amendments, our board of directors was divided into three classes, with each class serving
three-year terms. Our Class I directors, Mr. Goff, Ms. Jenkins and Mr. Smith, have terms expiring at the 2021 annual meeting, our Class II directors, Messrs. Carney and Lupo and Ms. Levy, have terms expiring at the 2019
annual meeting, and our Class III director, Mr. Duskin, has a term expiring at the 2020 annual meeting. Now, commencing with this 2019 annual meeting of stockholders, our directors will be elected to
one-year
terms of office after the current terms of the directors of each class expire at the 2019, 2020 and 2021 annual meetings of stockholders. Beginning with the 2021 annual meeting of stockholders, the
entire board of directors will be elected annually by stockholders.
Our board of directors has nominated three persons for election as
directors to serve a
one-year
term expiring at the annual meeting of stockholders held in 2020 or until an earlier resignation or retirement or until their successors are elected and qualify to serve. It is
intended that the persons named as proxies in the enclosed proxy card will vote to elect the nominees listed below unless otherwise directed or authority to vote is withheld. Mr. Carney and Ms. Levy each currently serves as a director.
Mr. Lupo, our other Class II director with a term expiring at the 2019 annual meeting, is not standing for
re-election.
The third nominee, Peter Sachse, has also been nominated by our board of
directors to be elected at the 2019 Annual Meeting pursuant to the terms of a Settlement Agreement between the Company and Macellum SPV III, LP, certain of its affiliates and Jonathan Duskin. The Settlement Agreement is described in further detail
in the section entitled Agreements with Stockholders, below.
The nominees have consented to be named in this proxy statement,
stand for election and serve as directors if elected. However, if any nominee named herein is unable to serve or for good cause will not serve as a director at the annual meeting, it is intended that shares represented by the enclosed proxy card
will be voted for the election of the other nominees named below and may be voted for any substitute nominee designated by our board of directors or, in lieu thereof, our board of directors may reduce the number of directors in accordance with the
Companys Third Amended and Restated Bylaws.
Nominees for Election as Directors
Brian P. Carney.
Mr. Carney, age 58, has served as a director since 2007, and is Chairman of the Audit Committee and a member of
the Compensation Committee and the Nominating and Corporate Governance Committee. Mr. Carney currently serves as Executive Vice President and Chief Financial Officer of Southeastern Grocers, Inc., a grocery retailer, a position he has held
since 2005. Prior to that time, Mr. Carney served as Executive Vice President and Chief Financial Officer of
Jo-Ann
Stores, Inc., a specialty retailer, from 1997 to 2005, as Senior Vice President of
Finance of Revco, D.S., Inc., a drug store retailer, from 1989 to 1997, and as an Audit Manager with Arthur Andersen & Co., a public accounting firm, from 1982 to 1989.
On March 23, 2009,
BI-LO
Holding, LLC, a wholly owned subsidiary of Southeastern Grocers, LLC,
filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code.
BI-LO
Holding, LLC emerged from Chapter 11 through a plan of reorganization on May 12, 2010. On March 15,
2018, Southeastern Grocers, LLC, entered into a Restructuring Support Agreement with a group of creditors collectively holding 80% of its unsecured notes and its private equity sponsor regarding the terms of a comprehensive financial restructuring.
Under the terms of the agreement, Southeastern Grocers, LLC filed
pre-packaged
plans of reorganization and commenced voluntary cases under Chapter 11 of the U.S. Bankruptcy Code. On May 31, 2018,
Southeastern Grocers, Inc. announced that it had successfully completed its financial restructuring and emerged from Chapter 11.
Mr. Carneys financial, accounting and audit experience with publicly reporting retail companies and a public accounting firm, as
well as his performance as a member of the board of directors of Citi Trends, qualifies him to serve on our board of directors. Mr. Carneys financial background is such that he is considered to be an audit committee financial
expert as defined by the rules of the SEC and as a result of that and his experiences our board of directors named him Chairman of the Audit Committee.
Barbara Levy.
Ms. Levy, age 64, has served as a director since August 2016, and is Chairman of the Nominating and Corporate
Governance Committee and a member of the Audit Committee and the Compensation Committee. Ms. Levy has extensive retail experience in traditional, off price, and
e-commerce
businesses. She served as a
Senior Strategy Advisor for ideeli Inc., an online apparel retailer, from July 2010 through October 2012. Ms. Levy focused specifically on building ideeli, Inc.s merchandising team, devising new strategies for its vendors and brands, and
ensuring that the overall merchandising function aligns with the strategic
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