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)

June 4, 2018

 

DAVIDsTEA Inc.

(Exact name of registrant as specified in charter)

 

 

5430 Ferrier

Town of Mount-Royal,

Québec, Canada

(Address of Principal Executive Offices)

 

H4P 1M2

(Zip Code)

 

(888) 837-0006

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name of 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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o 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 (§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 x

 

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. x

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On June 4, 2018, DAVIDsTEA Inc. issued a press release announcing the recommendation of Institutional Shareholder Services Inc. (ISS) ahead of the company’s 2018 Annual General Meeting. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information presented under Item 7.01 in this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

2

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit No.		Description
99.1		Press release issued June 4, 2018.

 

3

 

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 hereunto duly authorized.

 

	DAVIDsTEA Inc.
	By:	/s/ Joel Silver
	Name:	Joel Silver
	Title:	President and Chief Executive Officer

 

 

Date: June 4, 2018

 

4

Exhibit 99.1

 

ISS RECOMMENDS DAVIDsTEA SHAREHOLDERS VOTE “FOR” THE MANAGEMENT DIRECTOR NOMINEES, WITHHOLD ON DISSIDENT HERSCHEL SEGAL

 

Second independent governance advisory firm to recommend shareholders vote FOR management director nominees

 

ISS notes that “dissident control of the board is not warranted” and “dissident has failed to produce a detailed business plan”

 

DAVIDsTEA urges shareholders to vote the YELLOW proxy for the management director nominees today

 

MONTREAL, June 4, 2018 (GLOBE NEWSWIRE) —  DAVIDsTEA Inc. (Nasdaq: DTEA) announced today that Institutional Shareholder Services Inc. (ISS), a leading independent proxy and governance advisory firm, recommends that DAVIDsTEA shareholders vote “FOR” all of the management director nominees prior to the company’s June 14, 2018 Annual General Meeting. On June 1, DAVIDsTEA announced that Glass Lewis & Co. also recommends that shareholders vote FOR the management director nominees. DAVIDsTEA urges shareholders, no matter how many shares they own, to vote the YELLOW Proxy or Voting Information Form today to support the DAVIDsTEA director nominees.

 

In making its recommendation to vote FOR management’s director nominees and WITHHOLD on dissident Herschel Segal, ISS carefully reviewed the facts and arguments made by both sides. ISS stated(1):

 

·                “Overall, dissident control of the board is not warranted, among other things, due to lack of detailed dissident plan (e.g., actionable proposals to initiate substantial progress and organizational improvements) and in light of recent company efforts in key business areas (e.g., enhancement of e-commerce platform and improvement of customer experience and sales via new store renovation concept) that indicate some progress of the existing refreshed management team and board on the company’s business strategy.”

 

·                “Herschel Segal has relevant retail-industry experience and he is a founder of the company, however some of the concerns raised by the company pursuant to his candidacy seems to be valid (for instance, his performance track record at Le Château Inc. and his apparent desire to control the company’s operations by proposing himself as an executive chairman).”

 

ISS also recommends that shareholders vote for two of the more experienced dissident nominees and expand the company’s board to eight. DAVIDsTEA has repeatedly offered Mr. Segal a compromise that would have provided him with fair, proportionate representation on the board that is consistent with this ISS recommendation. These attempts were all rejected by the dissident. The easiest way to vote for all management director nominees is to vote the YELLOW Proxy or Voting Instruction Form and disregard the dissident blue proxy form.

 

Shareholders are encouraged to visit the DAVIDsTEA’s website to read the Management Information Circular and presentation for a complete understanding of the company’s strategy and the relevant experience of the DAVIDsTEA nominees. The Circular, presentation and instructions on how to vote

 

(1)  DAVIDsTEA has neither sought nor obtained consent from any third party to use previously published information in this press release.

 

 

are publicly available on DAVIDsTEA’s website at http://2018meeting.davidstea.com and on SEDAR (www.sedar.com).

 

Vote by Tuesday, June 12 at 5 p.m. (Eastern Time)

 

Time is short. Vote today in support of the DAVIDsTEA nominees by voting using only the YELLOW Proxy or Voting Instruction Form well in advance of the proxy deadline. Disregard any blue proxy or voting instruction form that you may receive from Rainy Day Investments Ltd.

 

For questions or voting assistance, please contact Laurel Hill Advisory Group at 1-877-452-7184 toll free (416-304-0211 collect) or by email at [email protected].

 

Forward-Looking Statements

This press release includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. These forward-looking statements address various matters including management’s beliefs and plans regarding the dissident shareholder’s plans for the Company. Actual events may differ materially from these expectations due to risks and uncertainties including the risks of undertaking a public strategic process, the risks of a public proxy contest as well as other risks set forth in the Company’s Annual Report on Form 10-K dated April 19, 2018, which is and filed with the Securities and Exchange Commission on EDGAR (accessible at www.sec.gov/edgar.shtml) and SEDAR (accessible at www.sedar.com). If one or more of these risks or uncertainties materialize, or if any of the Company’s assumptions prove incorrect, the Company’s actual results may vary in material respects from those projected in these forward-looking statements. Any forward-looking statement made by the Company in this release speaks only as of the date on which the Company makes it. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

 

About DAVIDsTEA
DAVIDsTEA is a retailer of specialty tea, offering a differentiated selection of proprietary loose-leaf teas, pre-packaged teas, tea sachets and tea-related gifts, accessories and food and beverages, primarily through 240 company-operated DAVIDsTEA stores throughout Canada and the United States as of February 3, 2018, and its website, davidstea.com. The Company is headquartered in Montréal, Canada.

 

Shareholder Questions

Shareholders who have questions may contact DAVIDsTEA’s proxy agent at:

Laurel Hill Advisory Group

Toll free in North America:  1 (877) 452-7184

(1 (416) 304-0211 outside North America)

[email protected]

 

Media Contact
Edelman 
Nina Godard
(416) 455-6324
[email protected]