FRANCESCAS HOLDINGS CORPORATION (NASDAQ:FRAN) 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.
(d) On April 10, 2017, the Board of Directors (the “Board”) of Francesca’s Holdings Corporation (the “Company”) appointed Philip Bleser to serve as a Class III independent director of the Company, effective April 17, 2017 (the “Appointment Date”). The Board also appointed Mr. Bleser to serve as a member of the Board’s Audit and Compensation committees.
In connection with such appointment to the Board, Mr. Bleser will be entitled to receive the annual retainer in accordance with the Company’s director compensation policy, which will be prorated for the period from the Appointment Date through the date of the Company’s 2017 Annual Meeting of Stockholders. Mr. Bleser will also receive an award of restricted shares of the Company’s common stock under the 2015 Francesca’s Holdings Equity Incentive Plan. The number of restricted shares shall be determined by prorating $100,000 for the period from the Appointment Date through the date of the Company’s 2017 Annual Meeting of Stockholders and dividing that amount by the closing price of the Company’s common stock on the Appointment Date. The award will vest in one installment on June 8, 2017, subject to Mr. Bleser’s continued service through such date. The terms and conditions of the restricted stock award to Mr. Bleser are similar to the terms and conditions of restricted stock awards granted to the Company’s directors generally.
There was no arrangement or understanding between Mr. Bleser and any other person to which Mr. Bleser was appointed as a director of the Company. There are no family relationships between Mr. Bleser and any director or executive officer of the Company, and Mr. Bleser has no direct or indirect material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on April 12, 2017 announcing the changes to the Company’s Board as set forth in Item 5.02 of this Current Report on Form 8-K. A copy of such press release is furnished as Exhibit 99.1 to this report. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
99.1 Press Release issued by Francesca’s Holdings Corporation on April 12, 2017.
About FRANCESCA’S HOLDINGS CORPORATION (NASDAQ:FRAN)
Francesca’s Holdings Corporation is a holding company. The Company is a specialty retailer, which operates a chain of boutiques across the United States. The Company offers a mix of apparel, jewelry, accessories and gifts. As of January 28, 2017, the Company operated 671 boutiques in 48 states and the District of Columbia, and also served its customers through www.francescas.com, its e-commerce Website. The Company offers apparel, such as dresses, fashion tops, sweaters, cardigans and wraps, bottoms, outerwear and jackets, tees and tanks, and intimates. The Company provides jewelry, such as necklaces, earrings, bracelets and rings. The Company offers accessories, such as handbags, clutches, wallets, shoes, belts, hats, scarves, sunglasses, watches and hair accessories. The Company provides gifts, such as fragrance, candles, bath and body, home accessories, books, wall art, nail polish and miscellaneous items. The Company operates its boutiques under the francesca’s brand. FRANCESCA’S HOLDINGS CORPORATION (NASDAQ:FRAN) Recent Trading Information
FRANCESCA’S HOLDINGS CORPORATION (NASDAQ:FRAN) closed its last trading session down -0.38 at 15.08 with 710,863 shares trading hands.