DAVIDsTEA Inc. (NASDAQ:DTEA) 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.
Appointment of a New President and Chief Executive
Officer
On March12, 2017 the Board of Directors of DAVIDsTEA Inc. (the
Company) appointed Joel Silver to serve as the Companys President
and Chief Executive Officer, and as a member of the Companys
Board of Directors, with both appointments to become effective on
March20, 2017. At such time that Mr.Silvers appointments become
effective, Christine Bullen will cease to serve as interim
President and Chief Executive Officer of the Company. Ms.Bullen
will continue to serve in her role as Managing Director, U.S.
Mr.Silver is an accomplished retail executive, with extensive
experience in leading growth companies and brand management.
Since 1992, Mr.Silver has served in a variety of leadership roles
for various consumer goods companies. From 2011 to 2016,
Mr.Silver served as General Partner and a member of the board of
directors of TrilogyGrowth, a venture capital fund he co-founded,
which focuses on consumer-centric brands. From 2003 to 2011,
Mr.Silver held several positions of increasing responsibility at
Indigo Books Music Inc. (TSX: IDG), most recently as President,
and has been a member of its board of directors since 2011.
Mr.Silver also was a co-founder and the Chief Executive Officer
of SalesDriver.com Inc., an on-line e-commerce platform based out
of Boston Toronto that was sold to Carlson Marketing Group Inc.
Mr.Silver began his career in brand management at Procter
Gamble.. The Company believes Mr.Silvers relevant leadership
experience and deep industry knowledge make him a great fit to
serve as both President and Chief Executive Officer and a member
of the Companys Board of Directors. Mr.Silver earned his
Bachelors degree from Wilfrid Laurier University in Canada and
his Masters degree of Business Administration from Harvard
University.
Except as described in the employment agreement entered into by
the Company and Mr.Silver in connection with Mr.Silvers
appointment (the Employment Agreement), there is no arrangement
or understanding between Mr.Silver and any other person to which
Mr.Silver was elected as the Companys President and Chief
Executive Officer or as a director. Except as described herein,
there are no existing or currently proposed transactions to which
the Company or any of its subsidiaries is a party and in which
Mr.Silver has a direct or indirect material interest. There are
no family relationships between Mr.Silver and any of the
directors or officers of the Company or any of its subsidiaries.
to the terms of the Employment Agreement, on Mr.Silvers start
date, he will receive a one-time hire-on long term incentive
grant under the Companys 2015 Omnibus Equity Incentive Plan (the
Omnibus Plan) , with a target value at the time of grant of 50%
of his base salary (the Hire-On Grant). The Hire-On Grant will be
comprised by value of 50% Restricted Stock Units (RSUs) vesting
50% on the third anniversary of the date of the grant, and 50%
stock options with 50% vesting after the second anniversary of
the grant and 50% vesting after the third anniversary thereof.
The Black-Scholes value of the awards will be used by the
Companys Human Resources and Compensation Committee (the HRCC) to
determine the number of RSUs and stock options that comprise the
Hire-On Grant. Mr.Silver will also receive reimbursement for
reasonable relocation expenses of up to $50,000, a base salary of
$400,000 per year and will be eligible to receive an annual
performance cash bonus targeted at 66 2/3% of his base salary,
with the actual amount of the bonus based on the achievement of
performance goals established by the HRCC. Mr.Silver will also be
eligible to participate in the Companys Omnibus Plan on an annual
basis, with target annual equity grants at 75% of his base salary
and potential maximum equity grants of 150% of his base salary,
as determined by the HRCC.
The Employment Agreement also provides for certain payments to
Mr.Silver in the event of a termination for cause or upon
resignation for good reason (as both terms are defined in the
Employment Agreement), as well as following a change of control
of the Company. In addition, the Employment Agreement contains
certain restrictive covenants, including a non-competition and
confidentiality provision, for the benefit of the Company. The
foregoing summary of certain terms of the Employment Agreement
is qualified in its entirety by the terms of the Employment
Agreement, which is filed herewith as Exhibit10.1 and
incorporated herein by reference.
In connection with Mr.Silvers appointment as a director,
Mr.Silver will also enter into a customary indemnification
agreement with the Company.
Item 7.01 Regulation FD Disclosure
A copy of the Companys press release relating to the foregoing
announcement, dated March13, 2017 is furnished as Exhibit99.1
to this Form8-K.
The information contained herein and in the accompanying
exhibit shall not be deemed filed for purposes of Section18 of
the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liability of that section, nor shall it be
deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
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ExhibitNumber |
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Description |
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10.1 |
Employment Agreement, dated as of March13, 2017, by and |
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99.1 |
Press Release dated March13, 2017. |
About DAVIDsTEA Inc. (NASDAQ:DTEA)
DAVIDsTEA Inc. is engaged in the retail and online sale of tea, tea accessories, and food and beverages in Canada and in the United States. The Company’s segments include Canada and the U.S. The Company is a branded retailer of specialty tea, offering approximately 150 loose-leaf teas, pre-packaged teas, tea sachets and tea-related gifts, accessories, and food and beverages primarily through approximately 190 DAVIDsTEA stores, which are operated by the Company, and its Website, davidstea.com. Additionally, the Company offers on-the-go tea beverages in its retail stores. The Company’s tea accessories include tea mugs, travel mugs, teacup sets, teapots, tea makers, kettles, infusers, filters, frothers, tins and spoons. The Company offers beverages range from the standard hot or iced tea to its Tea Lattes. The Company’s different flavors of loose-leaf tea span eight tea categories: white, green, oolong, black, pu’erh, mate, rooibos and herbal tea. DAVIDsTEA Inc. (NASDAQ:DTEA) Recent Trading Information
DAVIDsTEA Inc. (NASDAQ:DTEA) closed its last trading session up +0.20 at 6.80 with 48,893 shares trading hands.