Form 8-K Destination Maternity For: Dec 21
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): December 21, 2017
DESTINATION MATERNITY CORPORATION
(Exact name of Registrant as specified in Charter)
| Delaware | 0-21196 | 13-3045573 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
Commission File number |
(I.R.S. Employer Identification Number) |
232 Strawbridge Drive
Moorestown, NJ 08057
(Address of Principal Executive Offices)
(856) 291-9700
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K 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 |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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
On December 21, 2017, the Board of Directors (the “Board”) of Destination Maternity Corporation (the “Company”) increased the number of directors on the Board from four to five, and appointed Peter Longo to fill the resultant vacancy. Mr. Longo has also been appointed to serve as a member of the Compensation Committee of the Board, effective as of December 21, 2017. Mr. Longo’s term will expire at the Annual Meeting of Stockholders to be held following fiscal year 2017.
In connection with his appointment as a non-employee director of the Company, the Board authorized a grant to Mr. Longo of 4,000 shares of restricted stock pursuant to the Company’s 2005 Equity Incentive Plan (the “Plan”). The number of shares of restricted stock granted to Mr. Longo equals the grant of restricted stock that is issued to each non-employee director at the conclusion of the Company’s Annual Meeting of Stockholders in accordance with the Company’s non-employee director compensation policies. Consistent with other grants of restricted stock to non-employee directors, the shares granted to Mr. Longo will vest on the earlier of (a) the first anniversary of the date of grant, or (b) the end of the day immediately prior to the Company’s first Annual Meeting of Stockholders held after the date of grant, subject to acceleration in the event of his death or disability or upon a change in control of the Company, and are subject to the terms and conditions of the Plan and the Company’s standard Restricted Stock Award Agreement for Directors as previously filed with the Securities and Exchange Commission.
Item 9.01. Financial Statements and Exhibits
The following exhibit is filed or furnished with this Form 8-K:
| Exhibit No. |
Description | |
| 99.1 | Press Release of the Company issued December 21, 2017. | |
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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 duly authorized.
| Date: December 26, 2017 |
DESTINATION MATERNITY CORPORATION | |||
| By: |
/s/ David Stern | |||
| David Stern Executive Vice President & Chief Financial Officer | ||||
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Exhibit 99.1
Destination Maternity Appoints New Board Member
Moorestown, N.J., December 21, 2017 – Destination Maternity (NASDAQ: DEST)) today announced the addition of Peter Longo, previously President of Macy’s Logistics/Operations, to its Board of Directors, effective immediately.
“As a Board, we have been actively evaluating our composition and size. Following significant study and engagement with stockholders, we decided to recruit individuals who possess diverse skills and experience, to help further the Company’s turnaround and drive long term profitable growth. With this in mind, we are pleased to welcome Peter to the Destination Maternity Board,” said Barry Erdos, Chairman of Destination Maternity. “We believe Peter’s strong operational and e-commerce background bring important capabilities and wisdom that will be highly valuable to the Company as it implements the strategies that are expected to position the Company for success. We also believe the addition of Peter to our Board will further build upon the strength and expertise of our current members and is aligned with our strategy to drive shareholder value.”
Mr. Longo most recently served as President of Macy’s Logistics/Operations, a position he held since 2000. In this role, he was pivotal in leading the business plan development and implementation for the logistics and technology infrastructure to support Macy’s e-commerce efforts as well as the company’s transition to omnichannel involving the analytics, operations, and systems for a flexible fulfillment network. Prior to this role, Mr. Longo functioned in a senior level capacity during the significant integrations of then Federated Department Stores with Macy’s and the May Company, and the administrative and organizational restructuring of the company. Along with his work with Macy’s, Mr. Longo has also served as Co-Chair of VICS (Voluntary Industry Collaboration & Solutions) and served on the Board of Governors for GS1-US and GS1-Global. In 2015 he received the Roger Milliken Award for outstanding contribution to industry collaboration and for his leadership in bringing RFID technology
to the retail supply chain. Mr. Longo is a graduate of Villanova University with a BS in Economics and New York University with an MBA in Finance.
Following this announcement, the Board will consist of five members, four of whom are independent, and each of whom possesses significant professional experience, particularly in retail, e-commerce, marketing and finance.
About Destination Maternity
Destination Maternity Corporation is the world’s largest designer and retailer of maternity apparel. As of October 28, 2017 Destination Maternity operates 1,147 retail locations in the United States, Canada and Puerto Rico, including 501 stores, predominantly under the trade names Motherhood Maternity®, A Pea in the Pod® and Destination Maternity®, and 646 leased department locations. The Company also sells merchandise on the web primarily through its brand-specific websites, motherhood.com and apeainthepod.com, as well as through its destinationmaternity.com website. Destination Maternity has international store franchise and product supply relationships in the Middle East, South Korea, Mexico, Israel and India. As of October 28, 2017 Destination Maternity has 208 international franchised locations, including 16 standalone stores operated under one of the Company’s nameplates and 192 shop-in-shop locations.
| CONTACT: | Allison Malkin |
Caitlin Morahan
ICR, Inc.
203-682-8225