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 Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 29, 2018 (the "Grant Date"), the Human Resources Committee (the “Committee”) of the Board of Directors of CSS Industries, Inc. ("CSS" or the "Company") approved long term incentive equity grants to the Company’s named executive officers under the Company's 2013 Equity Compensation Plan, as amended. These grants consist of: (i) service-based restricted stock units ("RSUs"), (ii) performance-based RSUs with a cumulative adjusted EBITDA performance condition, and (iii) performance-based RSUs with a cumulative net sales performance condition. These awards are summarized in the table below:

Subject to service-based vesting conditions, 25% of the service-based RSUs will vest on each of the 1st, 2nd, 3rd and 4th anniversaries of the Grant Date. Upon vesting, service-based RSUs will be converted automatically into shares of CSS common stock on a one-to-one basis.

The performance period for the performance-based RSUs is the three fiscal year period from April 1, 2018 to March 31, 2021 (the "Performance Period"). Payouts, if any, under the performance-based grants will be determined by the levels of cumulative adjusted EBITDA and cumulative net sales (each a "Performance Metric"), respectively, attained by the Company during the Performance Period. Cumulative adjusted EBITDA will be measured by the Company's earnings before interest, taxes, depreciation and amortization, as adjusted for stock-based compensation expense and as may be adjusted by the Committee for specified items that are extraordinary, unusual or non-recurring. Following the end of the Performance Period, the Committee will determine the level attained by the Company under each Performance Metric.

The Committee established threshold, target and maximum levels for each Performance Metric. If the threshold level for a Performance Metric is attained, then 80% of the RSUs for that Performance Metric (as reflected in the table above) will be converted automatically into shares of CSS common stock on a one-to-one basis. If the threshold level for a Performance Metric is not attained, there will be no payout under that metric. If the attained level of performance exceeds the threshold and is below the target, then the payout will be greater than 80%, depending on the extent to which the threshold is exceeded.

If the target level is attained for a Performance Metric, then 50% of the RSUs for that Performance Metric will be converted automatically into shares of CSS common stock on a one-to-one basis. The payout level will be greater if the target level is exceeded, up to a maximum of 200% of the RSUs granted for a Performance Metric if the maximum level for that metric is attained or exceeded.

The foregoing grants are subject to the terms of the 2013 Equity Compensation Plan, as amended, and the grant instrument forms approved by the Committee on May 29, 2018. The grant instrument forms approved by the Committee on May 29, 2018 are filed herewith as Exhibit 99.1 (form of grant instrument for service-based RSUs), Exhibit 99.2 (form of grant instrument for performance-based RSUs with a cumulative adjusted EBITDA performance condition), and Exhibit 99.3 (form of grant instrument for performance-based RSUs with a cumulative net sales performance condition).

Item 9.01 Financial Statements and Exhibits.

EXHIBIT INDEX

CSS INDUSTRIES INC Exhibit
EX-99.1 2 ex991-timexvestedrsuform.htm EXHIBIT 99.1 Exhibit Exhibit 99.1CSS INDUSTRIES,…
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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.