CSS Industries, Inc. (NYSE:CSS) Files An 8-K Departure of Directors or Certain Officers; 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.
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(d) |
(1)On March 27, 2018, our Board of Directors (“Board”) increased the size of the Board from seven directors to eight directors and filled the resulting vacancy by electing Stephen P. Crane as a member of the Board. |
(2)There are no arrangements or understandings between Mr. Crane and any other persons to which Mr. Crane was selected as a director.
(3)On March 27, 2018, our Board increased the size of its Audit Committee from four members to five and filled the resulting vacancy by electing Mr. Crane as a member of the Audit Committee.
(4)With respect to Mr. Crane and members of his immediate family, there have been no past transactions, and there are no currently proposed transactions, described in Item 404(a) of Regulation S-K.
(5)Mr. Crane will participate in the same compensation arrangements as our other non-employee directors. For his service as a non-employee director, he will receive an annual fee of $52,500. For his service as a member of the Audit Committee, he will receive an additional annual fee of $7,500. In addition, he will receive attendance fees if he attends more than a threshold number of Board and/or Audit Committee meetings in a given fiscal year. The threshold number of meetings is twelve per fiscal year for the Board and seven per fiscal year for the Audit Committee. Attendance fees are equal to $1,500 for each Board and/or Audit Committee meeting attended in excess of the applicable threshold, except that the fee for attendance at Board and/or Audit Committee meetings held telephonically and of not more than one hour in duration is $750.00. Further, all non-employee directors, including Mr. Crane, are eligible to receive equity compensation awards under our 2013 Equity Compensation Plan.
About CSS Industries, Inc. (NYSE:CSS)
CSS Industries, Inc. is a consumer products company, which is engaged in the design, manufacture, procurement, distribution and sale of non-durable all occasion and seasonal social expression products, principally to mass market retailers in the United States and Canada. The Company’s occasion and seasonal products include classroom exchange Valentines, infant products, journals, buttons, gift wrap, floral accessories, craft and educational products, Easter egg dyes and novelties, memory books, scrapbooks, stickers, stationery and other items. Its Christmas products include decorative ribbons and bows, boxed greeting cards, gift tags, gift bags, gift boxes, gift card holders, tissue paper and decorations. Valentine product offerings include classroom exchange Valentine cards and other related Valentine products, while its Easter product offerings include Dudley’s brand of Easter egg dyes and related Easter seasonal products. Its brands include Paper Magic, Berwick, Offray and others.