ASCENA RETAIL GROUP, INC. (NASDAQ:ASNA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Appointment of New Directors
On June8, 2017, the Board of Directors (the Board) of Ascena
Retail Group, Inc. (the Company) increased the size of the Board
to ten directors to the Companys by-laws, and appointed Marc
Lasry and Stacey Rauch to fill the vacancy created by such
increase and the existing vacancy on the Board, each as members
of the class of directors whose terms of office expire at the
Companys 2019 Annual Meeting of Stockholders (the 2019 Class),
effective immediately. Following these appointments, the 2019
Classconsists of four directors.
On June8, 2017, the Company issued a press release announcing
Mr.Lasry and Ms.Rauchs appointments to the Board, a copy of which
is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Amendment and Restatement of Executive Severance Plan
On June8, 2017 (the Restatement Date), the Compensation and Stock
Incentive Committee (the Committee) of the Board adopted an
amendment and restatement (the Restatement) of the Companys
Executive Severance Plan (the Plan) that provides for the
following amendments, which are intended to align the Plan with
prevailing market practices and to give the Company additional
flexibility in administering the Plan:
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Prior to a change in control, participants will be required to notify the Company that they have accepted new employment or other service, and thereafter the Company may reduce its obligation to pay the participants base salary severance dollar-for-dollar for every dollar that the participant earns in base salary during the severance period from the participants new employer; |
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In order to receive continued health coverage, participants will be required to timely pay health care continuation premiums at the active employee rate; |
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The definition of Good Reason in the Plan (which applies only following a change in control) was revised to clarify the circumstances in which a reduction in base salary and/or benefits will constitute Good Reason under the Plan; |
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The definition of Eligible Employee was revised to clarify that such term does not include any temporary employee, independent contractor, consultant or any other person or entity that the Company does not classify or treat as an employee; |
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The Company reduced the value of outplacement services provided following a participants separation from service; and |
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The Plan was amended to remove the restriction that any amendment or termination of the Plan only becomes effective one year after written notice is given to participants. |
These changes are generally effective on the Restatement Date
(for participants who become eligible to participate in the Plan
following the Restatement Date) and effective on the first
anniversary of the date the Company provides written notice to
participants of the Restatement (for participants who were
eligible to participate in the Plan immediately prior to the
Restatement Date).
The foregoing description of the Restatement does not purport to
be complete and is qualified in its entirety by reference to the
Restatement, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No |
Description |
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| 10.1 |
Ascena Retail Group, Inc. Executive Severance Plan, amended and restated effective as of June8, 2017. |
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| 99.1 | Press Release dated June8, 2017. |
About ASCENA RETAIL GROUP, INC. (NASDAQ:ASNA)
Ascena Retail Group, Inc. is a specialty retailer of apparel for women and tween girls. The Company operates through six segments: ANN, Justice, Lane Bryant, maurices, dressbarn and Catherines. The ANN segment offers feminine classics and fashion choices, sold primarily under the Ann Taylor and LOFT brands. The Justice segment offers apparel to girls who are aged 6 to 12. The Lane Bryant segment offers apparel to female customers in plus-sizes 14-28. The maurices segment offers women’s casual clothing, career wear, dressy apparel, active wear and accessories. The dressbarn segment consists of the specialty retail, outlet and e-commerce operations of the dressbarn brand. The Catherines segment offers classic apparel and accessories to female customers for wear-to-work and casual lifestyles. As of July 30, 2016, the Company operated approximately 4,900 stores in 49 United States’ states, the District of Columbia, Canada and Puerto Rico.