DESTINATION MATERNITY CORPORATION (NASDAQ:DEST) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02. Compensatory Arrangements of Certain Officers
Management Incentive Program for the 2017 Fiscal
Year
On April21, 2017, the Compensation Committee (the
Committee) of the Board of Directors
(the Board) of Destination Maternity
Corporation (the Company) established
the performance goals for the annual cash bonus opportunity under
the Companys Management Incentive Program (the
MIP) for the 2017 fiscal year for each
of Anthony M. Romano, the Companys Chief Executive Officer
President, David R. Stern, the Companys Executive Vice President
Chief Financial Officer, and Ronald J. Masciantonio, the Companys
Executive Vice President Chief Administrative Officer (each, an
Executive). The Companys 2017 fiscal
year ends on February3, 2018.
For each of the annual cash bonus awards, the performance goals
are specified levels of Adjusted EBITDA, which represents
earnings before interest, taxes, depreciation and amortization,
adjusted to exclude the impact of: (a)loss on impairment of
tangible or intangible assets; (b)gain or loss on disposal of
assets; (c)gain or loss from the early extinguishment, redemption
or repurchase of debt; and (d)stock-based compensation expense.
The Committee also determined that Adjusted EBITDA will be
adjusted to exclude: (i)any expenses incurred by the Company in
connection with certain extraordinary, unusual or infrequently
occurring events reported in the Companys public filings; and
(ii)the impact of any changes to accounting principles that
become effective during the 2017 fiscal year.
The following table sets forth the minimum, threshold, target and
maximum annual cash bonuses payable to each Executive upon
achievement of the specified levels of Adjusted EBITDA set by the
Committee under the MIP and to each Executives currently
effective employment agreement. For each Executive this table
calculates the minimum, threshold, target and maximum annual cash
bonuses using current base salary rates of each Executive.
|
Executive |
TargetBonus Opportunity (%of BaseSalary) | Minimum ($) | Threshold ($) | Target ($) | Maximum ($) | |||||||||||||||
|
Anthony M. Romano |
% | 165,000 | 825,000 | 1,650,000 | ||||||||||||||||
|
David R. Stern |
% | 48,600 | 243,000 | 486,000 | ||||||||||||||||
|
Ronald J. Masciantonio |
% | 46,800 | 234,000 | 468,000 |
In the event of termination of employment under certain
circumstances during the 2017 fiscal year, in accordance with
each of their respective employment agreements, each Executive
would be entitled to a pro-rata payout of his annual cash bonus
(determined with reference to the actual performance of the
Company for the full fiscal year).
Cash incentives potentially payable under the MIP to the
Executives with respect to the Companys 2017 fiscal year are
intended to constitute qualified performance-based compensation
under Section162(m) of the Internal Revenue Code
(Section 162(m)). Because payouts under
the MIP depend on future corporate performance, the actual
amounts the Company will pay under the MIP for the 2017 fiscal
year are not yet determinable.
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About DESTINATION MATERNITY CORPORATION (NASDAQ:DEST)
Destination Maternity Corporation, formerly Mothers Work, Inc. is a designer and retailer of maternity apparel in the United States. The Company operates a chain of maternity apparel specialty stores. The Company operates through the design, manufacture, and sale of maternity apparel and related accessories segment. It operates approximately 1,815 retail locations, including over 540 stores in the United States, Canada and Puerto Rico, and approximately 1,280 leased departments located within department stores and baby specialty stores throughout the United States, in Puerto Rico and, in England. The Company sells merchandise on the Internet, primarily through its Motherhood.com, APeaInThePod.com and DestinationMaternity.com Websites. The Company also sells its merchandise through its Canadian Website, MotherhoodCanada.ca, through Amazon.com in the United States, and through Websites of certain of its retail partners. DESTINATION MATERNITY CORPORATION (NASDAQ:DEST) Recent Trading Information
DESTINATION MATERNITY CORPORATION (NASDAQ:DEST) closed its last trading session 00.00 at 3.49 with 45,513 shares trading hands.