Form 8-K Destination Maternity For: Mar 28

April 1, 2019 4:23 PM





Washington, DC 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 28, 2019




(Exact name of registrant as specified in its charter)




Delaware   0-21196   13-3045573

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)

232 Strawbridge Drive

Moorestown, NJ 08057

(Address of principal executive offices)

Registrant’s telephone number, including area code: (856) 291-9700



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))

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.

(b) On March 28, 2019, Andrea J. Funk informed the Board of Directors (the “Board”) of Destination Maternity Corporation (the “Company”) that she has decided to resign from the Board, effective immediately. Ms. Funk’s resignation is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Current Board member Lisa Gavales will replace Ms. Funk as chair of the Nominating and Corporate Governance committee.

(d) On March 29, 2019, the Board appointed Mr. Gregory Kleffner to the Board of the Company to fill the vacancy created by the resignation of Ms. Funk. Mr. Kleffner will serve as a member of the Company’s Audit Committee and Compensation Committee. There are no arrangements or understandings between Mr. Kleffner and any other persons pursuant to which he was appointed as a director of the Company, he has no family relationships with any of the Company’s directors or executive officers, and he is not a party to, and he does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K.

      In connection with the appointment of Mr. Kleffner as a non-employee director of the Company, the Board granted him 4,000 shares of restricted stock pursuant to the Company’s 2005 Equity Incentive Plan. These shares of restricted stock will vest on the first anniversary of the grant date.

Item 7.01. Regulation FD Disclosure.

On April 1, 2019, the Company issued a press release in connection with the appointment of Mr. Kleffner as a director. A copy of the press release is furnished as exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.





99.1    Press Release, dated April 1, 2019.


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: April 1, 2019     By:   /s/ Marla A. Ryan
      Marla A. Ryan
      Chief Executive Officer

Exhibit 99.1





MOORESTOWN, N.J. – (April 1, 2019) – Destination Maternity Corporation (NASDAQ: DEST), the world’s leading maternity apparel retailer, today announced that it has appointed Greg Kleffner to the Board of Directors (the “Board”), effective March 29, 2019. Mr. Kleffner brings over 17 years of public company leadership experience following a 25-year career with Arthur Andersen. Mr. Kleffner will be a member of the firm’s Audit and Compensation Committees. In conjunction with this appointment, current Board member Andrea J. Funk has resigned to pursue other interests, effective March 28, 2019, and current Board member Lisa Gavales, has been named Chairman of the firm’s Nominating & Corporate Governance committee, effective March 28, 2019.

“We are pleased to welcome Greg to our Board of Directors,” said Anne-Charlotte Windal, Destination Maternity’s Independent Chair of the Board of Directors. “Greg brings with him a wealth of financial expertise and his extensive public company experience within the apparel industry will be incredibly helpful as the Company continues to execute on its strategic growth initiatives. We are confident that he will add great value to our Board of Directors and that the Company will benefit from his insights, judgment and counsel. We would also like to thank Andrea for her counsel and contributions to the Destination Maternity Board and wish her the best in her future endeavors.”

Mr. Kleffner was previously the Executive Vice President and Chief Financial Officer of Stein Mart, Inc. (Nasdaq: SMRT), a publicly-traded apparel retailer headquartered in Jacksonville, Fl which he joined in August 2009 and retired from in January 2019. At Stein Mart, he was responsible for financial management, treasury, investor relations, credit card operations, internal audit, stores audit and asset protection. Prior to joining Stein Mart, Mr. Kleffner spent six years at Kellwood Company, a women’s apparel and soft goods marketer and manufacturer, in various finance roles including, Chief Financial Officer from 2007 to 2008. During his tenure, Greg was instrumental in the strategic restructuring of the company, including the disposal of certain non-core businesses and the successful integration of several acquisitions. Prior to joining Kellwood Company in 2002, he was Audit Partner at Arthur Andersen LLP in St. Louis.

Mr. Kleffner stated: “I am excited to join the Board of Directors and begin working with management and the team at Destination Maternity. I am looking forward to contributing to the Company’s growth and success.”

About Destination Maternity

Destination Maternity Corporation is the world’s largest designer and retailer of maternity apparel. As of November 3, 2018, Destination Maternity operates 1,108 retail locations in the United States, Canada and Puerto Rico, including 474 stores, predominantly under the trade names Motherhood Maternity®, A Pea in the Pod® and Destination Maternity®, and 634 leased department locations. The Company also sells merchandise on the web primarily through its brand-specific websites, and, as well as through its website. Destination Maternity has international store franchise and product supply relationships in the Middle East, South Korea, Mexico, Israel and India. As of November 3, 2018, Destination Maternity has 187 international franchised locations, including 10 standalone stores operated under one of the Company’s nameplates and 177 shop-in-shop locations.


Sloane & Company

Erica Bartsch / Alex Kovtun, 212-486-9500 /


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