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Form 8-K CHRISTOPHER & BANKS CORP For: Oct 16

October 19, 2018 4:09 PM

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): October 16, 2018

CHRISTOPHER & BANKS CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

 
 
 
001-31390
 
06-1195422
(Commission File Number)
 
(IRS Employer Identification No.)

2400 Xenium Lane North
Plymouth, Minnesota 55441
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (763) 551-5000

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:

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 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company o

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. o



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On October 16, 2018 the Board of Directors (the “Board”) of Christopher & Banks Corporation (the “Company”) approved Amendment No. 2 (the “Amendment”) to the Amended Employment Agreement entered into between Joel N. Waller and the Company, effective as of January 15, 2018 and as amended February 1, 2018 (the “Amended Agreement”).

The Amendment, which is effective as of October 17, 2018, provides that Mr. Waller’s service as a paid consultant ended October 17, 2018 and that Mr. Waller will continue to serve as a member of the Board until the 2019 Annual Meeting of Stockholders unless prior to that date the Board were to elect another person to the Board, in which case, Mr. Waller would be expected to promptly resign.

The foregoing summary of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.


Item 9.01
Financial Statements and Exhibits

(d)
Exhibit:
 
 
 
 
10.1


2




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.

 
 
 
 
CHRISTOPHER & BANKS CORPORATION
 
 
 
 
 
 
Date: October 19, 2018
By:
/s/ Luke R. Komarek
 
 
Luke R. Komarek
 
 
Senior Vice President, General Counsel
 
 
 
 
 
 







3



AMENDMENT NO. 2 TO THE
AMENDED EMPLOYMENT AGREEMENT
BETWEEN
CHRISTOPHER & BANKS CORPORATION
AND
JOEL N. WALLER

This AMENDMENT NO. 2 TO THE AMENDED EMPLOYMENT AGREEMENT (this “Amendment”) is made effective as of the 17th day of October, 2018, between Christopher & Banks Corporation, a Delaware corporation (the “Corporation”), and Joel N. Waller (“Executive”).
RECITALS
The Corporation and Executive entered into the Amended Employment Agreement effective as of January 15, 2018 and amended it as of February 1, 2018 (the “Agreement”). The Corporation and Executive desire to make modifications to the Agreement.
Section 4.4 of the Agreement provides for the Executive to resign as a member of the Board of Directors of the Corporation (the “Board”) upon the termination of his consulting services under the Agreement.
The Corporation and Executive desire to amend Section 4.4 to remove the provision that Executive resign as a director on the Board following the termination of his consulting services.
Section 14.1 of the Agreement provides that amendments must be in writing and signed by each of the parties to the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Corporation and Executive hereby agree to amend and modify the Agreement, effective as of the date hereof, as follows:
1.
Section 4.4 of the Agreement is hereby amended and restated in its entirety to read as follows:
4.4    Executive agrees that his services as a consultant pursuant to Section 4.2 shall cease on October 17, 2018 with payment for such services to also end on that date. Executive agrees to promptly resign as a member of the Board of Directors (the Board”) if prior to the 2019 Annual Meeting of Stockholders (the “2019 Meeting”) the Board elects a new member to the Board to replace Executive. Executive also acknowledges that he does not intend to stand for re-election as a member of the Board at the 2019 Meeting.    
2.
No other terms or conditions of the Agreement are amended hereby, and all such terms and conditions of the Agreement shall remain in full force and effect.



3.
The parties hereto hereby agree that this Amendment shall be construed in accordance with the internal laws of the State of Minnesota without regard to the conflict of laws thereof.

IN WITNESS WHEREOF, the Corporation and Executive have executed this Amendment as of the date and year first written above.

 
CHRISTOPHER & BANKS CORPORATION
 
 
 
 
By:
/s/ Luke Komarek
 
 
 
 
Name:
Luke Komarek
 
 
 
 
Title:
SVP, General Counsel
 
 
 
 

EXECUTIVE
 
 
 
 
/s/ Joel N. Waller
 
Joel N. Waller
 
 
 













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