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 March 26, 2019, we appointed Keith W. Pfeil, who has served as our Executive Vice President of Finance, Chief Financial Officer, and principal financial officer since August 2018, as our principal accounting officer. We incorporate by reference herein the information about Mr. Pfeil contained in Item 5.02 of our Current Report on Form 8-K filed with the SEC on August 31, 2018. On March 30, 2019, we increased Mr. Pfeil’s target incentive compensation opportunity amount under our incentive compensation program from 60% of his annual base salary for our fiscal year ended March 31, 2019 to 70% of his annual base salary for our fiscal year ending March 31, 2020.
On March 29, 2019, Carey B. Edwards, our Executive Vice President of Sales, resigned as an officer and employee of the Company effective April 12, 2019. In connection with Mr. Edwards’ resignation, we have agreed to provide him with a separation payment in the amount of $53,580, conditioned upon his continued service until April 12, 2019 and his execution and delivery of a release of claims that is satisfactory to the Company in form and substance.
On March 30, 2019, we approved the promotion of Cara L. Farley, who has served as our lead marketing executive since joining the Company in September 2015, to the position of Executive Vice President of Sales and Marketing. In connection with her promotion, on March 31, 2019, we entered into an employment agreement with Ms. Farley. Under this agreement, and subject to the terms and conditions thereof, (i) Ms. Farley’s annual base salary increases from $312,000 to $410,000, (ii) Ms. Farley’s target incentive compensation opportunity amount under our incentive compensation program increases from 60% of her annual base salary for our fiscal year ended March 31, 2019 to 70% of her annual base salary for our fiscal year ending March 31, 2020, (iii) Ms. Farley will receive a minimum payout of $150,000 under our incentive compensation program for our fiscal year ending March 31, 2020, (iv) in the event that Ms. Farley’s employment is terminated by us other than for cause, Ms. Farley will receive severance payments at her then-current annual base salary rate for up to two years, and (v) a management recommendation will be made to the Human Resources Committee of the Board of Directors for Ms. Farley to receive a future promotional equity grant, which will be in addition to any equity grants that may be provided to Ms. Farley under our long term incentive compensation program for fiscal 2020. The foregoing description of the employment agreement is qualified in its entirety by the terms of such agreement, a copy of which is filed herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
CSS INDUSTRIES INC Exhibit
EX-99.1 2 offerletter-farley03x19fin.htm EXHIBIT 99.1 Exhibit Exhibit 99.1 March 31,…
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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.
