Current Report Filing (8-k)
21 Juli 2020 - 1:00PM
Edgar (US Regulatory)
0000884217
false
0000884217
2020-07-15
2020-07-15
0000884217
us-gaap:CommonStockMember
2020-07-15
2020-07-15
0000884217
tlrd:PreferredStockPurchaseRightsMember
2020-07-15
2020-07-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
July 15, 2020
Tailored
Brands, Inc.
(Exact name of registrant as specified in
its charter)
Texas
(State or other jurisdiction
of incorporation)
|
|
1-16097
(Commission File Number)
|
|
47-4908760
(IRS Employer Identification No.)
|
6380 Rogerdale Road
Houston, Texas
(Address of principal executive offices)
|
|
77072
(Zip Code)
|
281-776-7000
(Registrant’s telephone number,
including area code)
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))
Securities registered pursuant to Section 12(b) of
the Act:
|
Title of each class
|
|
Trading
Symbol(s)
|
|
Name of each exchange on which registered
|
|
Common Stock, par value $.01 per share
|
|
TLRD
|
|
New York Stock Exchange
|
|
Preferred Stock Purchase Rights
|
|
TLRD
|
|
New York Stock Exchange
|
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 2.05
|
Costs Associated with Exit or Disposal Activities.
|
On July 21, 2020, Tailored Brands, Inc.
(the “Company”) announced that, as a result of the unprecedented and industrywide business disruptions resulting from
the coronavirus pandemic, it is implementing a series of organizational changes.
Specifically,
the Company will make organizational changes that will result in the elimination of approximately 20% of its corporate positions
by the end of the fiscal second quarter. In connection with the corporate workforce reduction, the Company expects to record a
pre-tax charge of approximately $6 million
in the second quarter of fiscal 2020 for severance payments and other termination costs, all of which are cash costs.
|
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
|
Jack
Calandra, the Company’s current Executive Vice President, Chief Financial Officer and Treasurer, will be leaving the Company.
This event occurred on July 15, 2020. Mr. Calandra will remain employed by the Company through July 31, 2020 and, in accordance
with the terms of his separation agreement, will receive a lump sum of $600,000 upon his departure, which is the equivalent of
one year’s base salary. Pursuant to his separation agreement, Mr. Calandra provides a full release of all claims related
to his employment with and/or separation from the Company and agrees not to work for certain named competitors of the Company or
solicit employees from the Company for a period of twelve months following his termination date. The Company has no immediate plans
to replace Mr. Calandra. In the near term, Mr. Calandra’s responsibilities will be divided between Dinesh Lathi,
President and Chief Executive Officer, and Holly Etlin, a Managing Director at AlixPartners who has been appointed to a newly created
role of Chief Restructuring Officer with the Company.
Effective
August 2, 2020, John Vazquez, age 43, has been appointed Chief Accounting Officer and Treasurer of the Company and will also serve
as the Company’s principal financial officer. Mr. Vazquez joined the Company in July 2013 as Director- Financial Reporting
and was promoted to Vice President-Financial Reporting in January 2015. Mr. Vazquez also became responsible for the Company’s
corporate finance and treasury functions in March 2016. Prior to joining the Company, Mr. Vazquez was director of financial
reporting for Chico’s FAS, Inc. for ten years and a senior auditor with Ernst and Young LLP and Arthur Andersen LLP.
Mr. Vazquez is a Certified Public Accountant licensed in the state of Florida.
There is no arrangement or understanding
between Mr. Vazquez and any other persons pursuant to which Mr. Vazquez was selected as an officer. Neither Mr. Vazquez nor any
related person of Mr. Vazquez has a direct or indirect material interest in any existing or currently proposed transaction to which
the Company is or may become a party. Mr. Vazquez is not related to any of the executive officers or directors of the Company.
Mr. Vazquez will receive an annual base
salary of $250,000. His 2020 annual incentive and long term incentives will be determined in due course by the Company’s
Compensation and Organizational Development Committee at the same time the determination is made for other executives of the Company.
Mr. Vazquez also participates in the Company’s Vice President Change in Control Severance Plan.
The foregoing summary description of Mr.
Calandra’s separation agreement does not purport to be complete and is subject to, and qualified in its entirety by, the
full text of his separation agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
On July 21, 2020, the Company issued a press release announcing
its plans to reduce headcount and close stores, Mr. Calandra’s departure and the appointment of Holly Etlin, a Managing Director
at AlixPartners, to a newly created role as Chief Restructuring Officer with the Company.
|
Item 9.01
|
Financial Statements and Exhibits.
|
(d) Exhibits. The following exhibits
are included in this Form 8-K:
|
|
10.1
|
|
Separation Agreement by and between Tailored Shared Services, LLC and Jack Calandra.
|
|
|
99.1
|
|
Press Release dated July 21, 2020.
|
|
|
104
|
|
Cover Page Interactive Data File (the cover
page XBRL tags are embedded in the Inline XBRL document contained in Exhibit 101).
|
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
Date: July 21, 2020
|
|
|
|
|
|
|
|
|
|
TAILORED BRANDS, INC.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ A. ALEXANDER RHODES
|
|
|
A. Alexander Rhodes
|
|
|
Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary
|
Tailored Brands (NYSE:TLRD)
Historical Stock Chart
Von Nov 2024 bis Dez 2024
Tailored Brands (NYSE:TLRD)
Historical Stock Chart
Von Dez 2023 bis Dez 2024
