Form 8-K Lumber Liquidators Holdi For: Sep 05
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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): September 5, 2016
Lumber Liquidators Holdings, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware (State or other jurisdiction of incorporation) |
001-33767 (Commission File Number) |
27-1310817 (I.R.S. Employer Identification No.) | ||
|
3000 John Deere Road, Toano, Virginia (Address of principal executive offices) |
23168 (Zip Code) | |||
Registrant’s telephone number, including area code: (757) 259-4280
Not Applicable
(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:
| ¨ | 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)) | ||
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 5, 2016, Lumber Liquidators Holdings, Inc. (the “Company”) appointed Martin D. Agard, age 53, as Chief Financial Officer. Mr. Agard’s employment with the Company is expected to begin on or about September 21, 2016. At such time, Gregory A. Whirley, Jr., who was appointed as Senior Vice President, Finance on April 24, 2015 and has been serving as interim Chief Financial Officer since June 1, 2015, will be Senior Vice President, Finance. On September 9, 2015, the Company issued a press release announcing Mr. Agard’s appointment. A copy of the press release is attached hereto as Exhibit 99.1 to this report and is incorporated by reference into this Item 5.02.
Prior to his appointment, Mr. Agard most recently served as Senior Vice President and Chief Financial Officer of Kohler Company from April 2013 to October 2015. Prior to April 2013, Mr. Agard served in various roles with Georgia Pacific Corporation since 2001, most recently as Vice President and Treasurer from August 2006 to March 2013.
Mr. Agard was appointed pursuant to the terms of an offer letter agreement, dated August 31, 2016 (the “Offer Letter Agreement”). The Offer Letter Agreement with Mr. Agard provides that Mr. Agard will receive an annual base salary of $435,000. Mr. Agard will be eligible to participate in the Company’s annual bonus plan for executive management, with a target payout of 60% of his annual base salary and the opportunity to earn a maximum of 200% of his target payout. Further, Mr. Agard is eligible for a relocation expense reimbursement of up to $100,000. In addition, Mr. Agard will receive an equity award, consisting of 75% options and 25% restricted stock, with a total cumulative value of $700,000, that vests ratably over four years. Mr. Agard will not be eligible to receive annual equity awards in 2018 or 2019.
Pursuant to the Offer Letter Agreement, if Mr. Agard’s employment is terminated without cause (as defined in the Offer Letter Agreement) within eighteen (18) months of his actual hire date and provided he executes (i) a severance benefit agreement within thirty (30) days of his actual hire date and (ii) a general release and waiver, he will be entitled to salary continuation in the amount equivalent to his base salary in effect as of his termination date for 52 weeks, subject to standard payroll deductions and withholdings.
The foregoing description of the Offer Letter Agreement is qualified in its entirety by reference to the full text of the Offer Letter Agreement, which was been filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
| Item 8.01. | Other Events |
On September 9, 2016, the Company also announced that it has recently hired Christopher Thomsen as Senior Vice President, Chief Information Officer, whose employment began on August 31, 2016. A copy of the press release is attached hereto as Exhibit 99.1 to this report and is incorporated by reference into this Item 8.01.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description |
| 10.1 | Offer Letter Agreement with Martin D. Agard, dated August 31, 2016 |
| 99.1 | Press release dated September 9, 2016 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
LUMBER LIQUIDATORS HOLDINGS, INC. (Registrant)
| ||
| Date: September 9, 2016 | By: | /s/ Jill Witter |
| Jill Witter | ||
| Secretary and Chief Legal Officer and Chief Compliance Officer | ||
EXHIBIT INDEX
| Exhibit No. | Description |
| 10.1 | Offer Letter Agreement with Martin D. Agard, dated August 31, 2016 |
| 99.1 | Press release dated September 9, 2016 |
Exhibit 10.1
 |
3000 John Deere Road, Toano, VA 23168 Phone: (757) 259-4280 ● Fax (757) 259-7293 www.lumberliquidators.com |
August 31, 2016
VIA EMAIL (________)
Mr. Martin D. Agard
__________
__________
| Re: | Offer Letter (revised August 31, 2016) |
Dear Martin:
This letter, revised August 31, 2016, confirms our offer of employment to you with Lumber Liquidators Holdings, Inc. or one of its subsidiaries (individually and collectively, as applicable, “Lumber Liquidators” or the “Company”) and replaces all previous offer letters sent to you. The details of our offer are as follows:
| · | Title: Chief Financial Officer |
| · | Location: Toano, Virginia |
| · | Reports to: Chief Executive Officer |
| · | Start Date: September 21, 2016 (unless mutually changed and finalized between you and the Company) |
| · | Annual Base Salary: $435,000. Lumber Liquidators currently processes payroll on a weekly basis. This schedule is subject to change. Lumber Liquidators strongly encourages employees to receive their pay via direct deposit. You will receive more information about direct deposit during your orientation. |
| · | Incentive Plan: You will be eligible to participate in the Annual Bonus Plan for Executive Management (the “Bonus Plan”). Your 100% target payout under the Bonus Plan will be equal to 60% of your annual base salary, with the opportunity to earn a maximum of 200% of your target payout based on Lumber Liquidators’ performance against certain financial objectives. In 2016, any earned bonus payout will be pro-rated based on your date of hire in 2016. Notwithstanding the foregoing, the awarding (or decision not to award) a payment under the Bonus Plan and the amount thereof, is a decision left to the sole discretion of Lumber Liquidators. Further, the Bonus Plan is subject to amendment, modification and/or termination by Lumber Liquidators in its sole and absolute discretion. To the extent there is any conflict between this Offer Letter and the language of the Bonus Plan, the Bonus Plan shall control. |
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| · | Equity: You receive an award of equity with a total cumulative value of $700,000. The Company will recommend that 75% of such award be options and 25% be restricted stock. The valuation of the options will be made using the Black-Scholes-Merton method as of the date of award and the valuation of the restricted stock will be made using the fair market value of the shares on the grant date. Any award will be granted under, subject to and governed by the Lumber Liquidators Holdings, Inc. Amended and Restated 2011 Equity Compensation Plan, and shall be evidenced by a grant agreement. The agreement will specify, among other things, the vesting schedule, consequences of termination of employment and other applicable terms and conditions. The vesting schedule of the options will be as follows: beginning on the first anniversary of the grant date, 25% of the grant will vest on each anniversary of the grant date for a period of four (4) years. It is expected that the Compensation Committee will next award equity three (3) business days after the Company publicly announces its financial results for Q3-2016, the timing and amount of any such award to you is subject to your actual start date of employment. You will not be eligible to receive an annual equity award in 2018 or 2019. The issuance of any annual equity grants in 2020 or thereafter will be made at the sole discretion of the Compensation Committee and the Board of Directors only after consideration of a recommendation by the Company and other relevant factors including, but not limited to, a review of your performance to date and the Company’s financial results. As an employee, you will be subject to the expectations and restrictions of Lumber Liquidators’ Insider Trading Policy, a copy of which is provided at the time of hire and is available upon request to Human Resources. |
| · | Relocation Expense Reimbursement: This position is based in the corporate office in Toano, VA. Financial support will be provided to cover reasonable relocation expenses from Kohler, WI to the Toano/Richmond/Hampton Roads, VA area. You will be provided with up to $100,000 (net before reimbursable relocation expenses that are not tax deductible are grossed up; federal tax gross ups will be at 35%) in relocation expense reimbursement provided you sign and return to us the attached Relocation Expense Agreement. Please also refer to the attached Corporate Relocation Policy. |
| · | Severance Benefit: If your employment with Lumber Liquidators is terminated by the Company without “Cause” (as defined in the applicable agreement) within eighteen (18) months of your actual hire date and provided you have executed (i) a severance benefit agreement propounded by and acceptable to the Company within 30 days of your actual hire date, and (ii) a General Release and Waiver as provided in such agreement, the Company will pay you severance in the form of salary continuation in the amount equivalent to your base salary in effect as of your termination date for fifty-two (52) weeks, subject to standard payroll deductions and withholdings. |
| · | Performance Review and Merit Increase: Your performance will be reviewed periodically with you by your supervisor, but no less than annually. Merit increases are discretionary based on performance and business considerations. |
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| · | Benefits Eligibility: You will be eligible to participate in benefit plans offered through Lumber Liquidators per the terms and conditions of those plans. |
| · | Paid Time Off (PTO): Per the terms and conditions of the Lumber Liquidators Paid Time Off (PTO) Policy, located on Lumber Liquidators intranet, you will accrue hours of PTO based on weeks worked, up to a maximum of 160 hours in your first year of employment. You will continue to accrue hours of PTO based on weeks worked, at this level until you reach the next milestone. |
| · | Holidays: Lumber Liquidators observes six scheduled holidays each year. Those holidays currently are New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. The holiday schedule is established in advance of each year and is subject to change. |
This offer of employment is contingent on (1) satisfactory results of a drug screening test, (2) executive background verification, (3) your executing the Confidentiality, Non-Solicitation and Non-Competition Agreement, and (4) your ability to show that you are eligible to work in the United States.
On your first day of employment, you will be required to provide your social security card for payroll purposes, and proof of identity and employment eligibility in order to complete an Employment Eligibility Verification (I-9) form. A list of acceptable documents is enclosed. Please note that, if you do not have one document from List A, you must bring one document from List B and one document from List C.
Please ensure that you bring the proper documentation with you on your first day of employment. Your subsequent failure to provide the necessary documentation as required by federal law may result in the termination of your employment. Please note that your name for payroll purposes must match exactly with your social security records. To expedite the orientation process, please complete the attached forms and bring these with you on your first day.
Please acknowledge your acceptance of this offer by signing and returning a copy of this letter and the Incorporated Documents, all in their entirety, to me no later than September 6, 2016 via email at __________ or confidential fax to __________ . By signing this offer, you are, among other things, representing to Lumber Liquidators that there are no legal or equitable agreements or restrictions that would prevent, limit, impair or otherwise compromise your ability to comply with the terms of this offer and perform on behalf of Lumber Liquidators. A copy of the letter is enclosed for your records. The Lumber Liquidators’ mailing address is 3000 John Deere Road, Toano, Virginia 23168.
Please note that your employment with Lumber Liquidators is at-will and neither this document nor any other oral or written representations may be considered a contract of employment for any specific length of time. You retain the option, as does Lumber Liquidators, of ending your employment with Lumber Liquidators at any time, with or without notice and with or without cause.
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If you have questions regarding any of the above, please feel free to contact me by telephone at __________ (office) or __________ (mobile), or by email.
We look forward to you joining the Lumber Liquidators team and working with you to further our success.
Sincerely,
/s/ Sandra C. Whitehouse
Sandra C. Whitehouse
SVP, Chief Human Resources Officer
ACKNOWLEDGEMENT and AGREEMENT: As indicated by my signature below on this letter, I acknowledge its receipt and my understanding and acceptance of its contents. I agree that should I terminate employment with Lumber Liquidators or if my employment is terminated for cause, any monies owed for reimbursement of expenses or other sums under this offer letter will be deducted from my final paychecks.
| Signature: /s/ Martin D. Agard | Date: September 5, 2016 |
| Martin D. Agard |
| cc: | John Presley, CEO |
| Attachments: | Confidentiality, Non-Solicitation and Non-Competition Agreement |
Annual Bonus Plan for Executive Management
Severance Benefit Agreement (revised August 31, 2016)
Relocation Policy
Relocation Expense Agreement (revised August 31, 2016)
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Exhibit 99.1
LUMBER LIQUIDATORS ANNOUNCES SENIOR MANAGEMENT APPOINTMENTS
~ Martin Agard Named Chief Financial Officer
~ Christopher Thomsen Appointed Senior Vice President and Chief Information Officer
~ Greg Whirley to Continue Serve as Senior Vice President, Finance
TOANO, Va., September 9, 2016 – Lumber Liquidators (NYSE: LL), the largest specialty retailer of hardwood flooring in North America, today announced two appointments to its senior management team. Martin “Marty” Agard will join the Company as Chief Financial Officer, and Christopher Thomsen has joined as a Senior Vice President and Chief Information Officer. Interim CFO Greg Whirley will remain with the Company in his role as Senior Vice President, Finance.
John Presley, Chief Executive Officer, commented, “We are pleased to welcome Marty Agard to Lumber Liquidators as Chief Financial Officer. Marty brings over three decades of experience in leveraging financial acumen to enhance company performance. His track record of organizational revitalization and turnaround expertise is an asset for Lumber Liquidators as we continue to progress on our strategic priorities and position the Company for growth. We are also excited to have Chris Thomsen join us in the position of Chief Information Officer. His expertise in facilitating business transformation through effective IT management represents a step forward for our team as we seek to modernize internal systems within our corporate function and across our store network.
Presley continued, “We also thank Greg Whirley for his contributions and commitment to Lumber Liquidators as interim CFO over the last 15 months. His diligence in execution has aided us at a challenging point in Lumber Liquidators’ history. I look forward to continuing to work with Greg and have great confidence that his future contributions will be integral to our success.”
Mr. Agard joins Lumber Liquidators from Kohler Company, where he most recently served as Chief Financial Officer. During his tenure at Kohler, he successfully executed on a number of restructurings and was able to streamline the financial function to optimize performance. Prior to his role at Kohler, Mr. Agard held finance, treasury and controller roles at Georgia Pacific Corporation, as well as financial roles at Procter & Gamble and Eastman Kodak. Mr. Agard holds an M.B.A. from the University of Michigan and a B.S. in Chemistry and Economics from William & Mary.
Mr. Thomsen joins the Company from Hibbett Sports, Inc., where he most recently served as Vice President and Chief Information Officer. He brings extensive experience in corporate IT solutions and planning, business intelligence and human capital management systems. Prior to Hibbet, Mr. Thomsen held IT roles of increasing responsibility at ConAgra Foods, Lowe’s and APAC Customer Services. He earned a B.S. in Business Administration from Bellevue University.
About Lumber Liquidators
With more than 370 locations, Lumber Liquidators is North America's largest specialty retailer of hardwood flooring. The Company features more than 400 top quality flooring varieties, including solid and engineered hardwood, bamboo, cork, laminate and resilient vinyl. Additionally, Lumber Liquidators provides a wide selection of flooring enhancements and accessories to complement, install and maintain your new floor. Every location is staffed with flooring experts who can provide advice and useful information about Lumber Liquidators' low priced product, much of which is in stock and ready for delivery.
With premier brands including Bellawood and Morning Star Bamboo, Lumber Liquidators' flooring is often featured on popular television shows such as HGTV's Dream Home and This Old House. For more information, please visit www.LumberLiquidators.com or call 1.800.HARDWOOD.
Lumber Liquidators aims to be the industry leader in sustainability. For more information, please visit www.LumberLiquidators.com/Sustainability. Learn more about our corporate giving program at LayItForward.LumberLiquidators.com. You can also follow the Company on Facebook and Twitter.
For further information contact:
Lumber Liquidators Investor Relations
Steve Calk
Tel: 757.566.7512
John Feld – One Simple Plan
Tel: 612.677.2248
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