Form 8-K Liberty Tax, Inc. For: Sep 08

September 8, 2017 5:27 PM

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): September 8, 2017

(Exact name of registrant as specified in charter)
(State of Incorporation)
(Commission File Number)
(I.R.S. Employer
Identification Number)

1716 Corporate Landing Parkway, Virginia Beach, Virginia  23454
(Address of Principal Executive Offices)  (Zip Code)

(757) 493-8855
(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 September 8, 2017, Liberty Tax, Inc. (the “Company”) announced the appointment of Edward L. Brunot, age 53, as the President and Chief Executive Officer of the Company, effective immediately.

Mr. Brunot has served as Chief Operating Officer of the Company since June 1, 2017. Previously, he served as the Executive Vice President and President of MDV at SpartanNash Company, a publicly-traded food distributor and grocery retailer. Prior to the merger between Spartan Stores and Nash Finch in 2013, he served with Nash Finch as Executive Vice President and President and Chief Operating Officer of MDV from 2012 to 2013 and as Senior Vice President and President and Chief Operating Officer of MDV from February 2009 to March 2012. Mr. Brunot joined Nash Finch in July 2006 as Senior Vice President, Military. Mr. Brunot previously served as Senior Vice President and Vice President of Operations of two privately held temperature controlled warehousing and transportation companies, AmeriCold Logistics, LLC from December 2002 to May 2006, and CS Integrated from 1999 to 2002.

There are no family relationships between Mr. Brunot and any director or executive officer of the Company and no related party transactions required to be reported under Item 404(a) of Regulation S-K.

In connection with Mr. Brunot’s promotion, his annual base salary has increased to $600,000, effective immediately under his employment agreement, as previously filed.  He is entitled to an annual bonus with a target maximum of 100% of the increased base salary. All other terms of Mr. Brunot’s compensation, as previously disclosed in the Company’s Form 8-K filed with the U.S. Securities and Exchange Commission on May 25, 2017, will remain unchanged.

Item 7.01.    Regulation FD Disclosure

On September 8, 2017, the Company announced the appointment of Mr. Edward L. Brunot as President and Chief Executive Officer of the Company through a press release, a copy of which is furnished herewith as Exhibit 99.1.

Item 9.01.    Financial Statements and Exhibits


Exhibit Number

*This exhibit is intended to be furnished and shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended.

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.

Date:  September 8, 2017
/s/ Vanessa Szajnoga
Vanessa Szajnoga
Vice President and General Counsel



*This exhibit is intended to be furnished and shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended.

Exhibit 99.1

Liberty Tax Service Announces Appointment of CEO

Virginia Beach, Va. (September 8, 2017) – Liberty Tax, Inc. (NASDAQ: TAX) (the “Company”), the parent company of Liberty Tax Service, today announced the appointment of Ed Brunot as Chief Executive Officer.

The Company had engaged in a deliberate succession planning process, which resulted in Ed Brunot joining the Company as Chief Operating Officer as an interim step before assuming the role of CEO.

Mr. Brunot joined Liberty with a wealth of experience in corporate management, as well as a distinguished career in the military, where he served as a Captain in the U.S. Army and was awarded the Bronze Star.

Mr. Brunot stated, “It’s truly an honor to serve as Liberty’s CEO and work with such a great group of employees and franchisees.  I was brought on to make organizational and policy changes to drive culture, performance and efficiencies, and I look forward to working with the Board of Directors and our executive team to roll out a plan to leverage the many opportunities that exist for our company.”

Mr. Brunot is a board member for USO Hampton Roads/Central Virginia and Honor and Remember and holds a Bachelor of Science degree from the United States Military Academy, West Point, and a Master of Science degree from the University of Scranton.

About Liberty Tax, Inc.
Founded in 1997, Liberty Tax, Inc. (NASDAQ: TAX) is the parent company of Liberty Tax Service. In the U.S. and Canada, last year, Liberty Tax prepared over two million individual income tax returns in more than 4,000 offices and online. Liberty Tax’s online services are available through eSmart Tax, Liberty Online and DIY Tax, and are all backed by the tax professionals at Liberty Tax locations and its nationwide network of seasonal tax preparers. Liberty Tax also supports local communities with fundraising endeavors and contributes as a national sponsor to many charitable causes. For a more in-depth look, visit Liberty Tax Service and interact with Liberty Tax on Twitter and Facebook.

Forward Looking Statements
In addition to historical information, this release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including implied and express statements regarding future growth.  These forward-looking statements, as well as Company guidance, are based upon the Company’s current expectations and there can be no assurance that such expectations will prove to be correct. Because forward-looking statements involve risks and uncertainties and speak only as of the date on which they are made, the Company’s actual results could differ materially from these statements. These risks and uncertainties relate to, among other things; uncertainties regarding the Company’s ability to attract and retain clients; the ability to continue to pay a quarterly dividend; the impact of the launch of a new franchise brand; uncertainties regarding the Company’s ability to meet its prepared returns targets; competitive factors; regulatory factors; the Company’s effective income tax rate; litigation defense expenses and costs of judgments or settlements; costs associated with compliance efforts; and changes in market, economic, political or regulatory conditions. Information concerning these risks and uncertainties is contained in the Company’s annual report on Form 10-K and other filings with the U.S. Securities and Exchange Commission.  The Company does not undertake any duty to update any forward-looking statements, whether as a result of new information, future events, or otherwise.


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