CHRISTOPHER Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)Approval of 2018 Stock Incentive Plan
On June 13, 2018 at the Christopher & Banks Corporation's (the "Company") Annual Meeting of Stockholders (the "Annual Meeting"), the stockholders of the Company approved the Company's 2018 Stock Incentive Plan (the "2018 Stock Plan"), which provides for the issuance to employees or officers of the Company and its affiliates of up to (i) 3,000,000 million shares of the Company's common stock, and (ii) any shares of the Company's common stock subject to any outstanding award under the Company's 2014 Stock Plan that after June 13, 2018 are not purchased, are forfeited or are reacquired by the Company due to termination or cancellation of such award.
A copy of the 2018 Stock Plan is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. A more detailed description of the 2018 Stock Plan can be found in the Company's proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on May 3, 2018.
Item 8.01 Other Events.
Approval of Company's amended and restated 2013 Directors’ Equity Incentive Plan.
On June 13, 2018 at the Company’s Annual Meeting, the stockholders of the Company approved the Company's amended and restated 2013 Directors’ Equity Incentive Plan (the “Directors’ Plan"), which included authorizing additional shares under the Directors’ Plan.
A copy of the Directors’ Plan is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. A more detailed description of the Directors’ Plan can be found in the Company’s proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on May 3, 2018.
Approval of Form of Restricted Stock Award Agreement.
Effective June 13, 2018, the Board of Directors of the Company (the "Board") approved a form of Restricted Stock Award Agreement for use under the Directors' Plan (the “Award Agreement”).
A copy of the Award Agreement is attached as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the Award Agreement included in this Form 8-K is qualified in its entirety by reference to the attached Award Agreement.
Approval of Form of Restricted Stock Unit Agreement for Use with Director Stock Deferrals Under the Director Deferred Stock Plan.
Effective June 13, 2018, the Board approved a form of Restricted Stock Unit Agreement (the "RSU Agreement") for use under the Company's Director Deferred Stock Plan.
A copy of the RSU Agreement is attached as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the RSU Agreement included in this Form 8-K is qualified in its entirety by reference to the attached RSU Agreement.
Awards of Restricted Stock and Restricted Stock Units to Newly Elected Directors.
Following their election as directors at the Annual Meeting, four of the six Non-Employee Directors were issued, effective as of the close of business on June 13, 2018, a restricted stock award of 50,000 shares of the Company's common stock on the date of grant (the "Awards") and subject to forfeiture restrictions as provided in the Award Agreement.
One of the six Non-Employee Directors was issued, effective as of the close of business day on June 13, 2018, a grant of 50,000 restricted stock units (the "RSUs") on the date of grant and subject to forfeiture restrictions as provided in the RSU Agreement.
The remaining Non-Employee Director, who is being separately compensated as a consultant, was not issued a grant of a restricted stock award.
The Award Agreement and RSU Agreement provide that the forfeiture restrictions will lapse as to all of the restricted shares or units on June 13, 2019 or, if earlier, the date of the Company's 2019 Annual Meeting of Stockholders.
The description of the Award Agreements is qualified in its entirety by reference to Award Agreements attached as Exhibits 10.3 and 10.4 to this Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
CHRISTOPHER & BANKS CORP ExhibitEX-10.1 2 ex10_1cbk-2018stockincenti.htm EXHIBIT 10.1 Exhibit Exhibit 10.1CHRISTOPHER & BANKS CORPORATION 2018 STOCK INCENTIVE PLANSection 1. PurposeThe purpose of the Plan is to further align the interests of officers and employees with those of the stockholders by providing incentive compensation opportunities tied to the performance of the Company and its Affiliates and by promoting increased ownership of Shares by those individuals. The Plan is also intended to advance the interests of the Company,…To view the full exhibit click here
About CHRISTOPHER & BANKS CORPORATION (NYSE:CBK)
Christopher & Banks Corporation is a national specialty retailer featuring private-brand women’s apparel and accessories. The Company offers its customers an assortment of clothing for everyday needs. Its merchandise assortments include designs of women’s apparel, generally consisting of casual clothing, everyday basics, wear-to-work, leisure/active wear, and sleepwear in missy, petite and women sizes. The Company also offers a selection of jewelry and accessories, including footwear. The Company operates in the Retail Operations segment, which includes the operation of its retail stores, outlet stores, online and mobile. The Retail Operations segment includes activities generated by the Company’s retail store locations (Missy Petite Women (MPW), Outlet stores, Christopher & Banks (CB), and C.J. Banks (CJ)), as well as the e-commerce business. Its merchandise is developed for women of all sizes, age 40 and older.