FRED’S, INC. (NASDAQ:FRED) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01
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ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT. |
On June 15, 2017, the Board of Directors (the Board) of Freds,
Inc. (the Company) adopted a form of indemnification agreement
(the Indemnification Agreement) and intends to enter into the
Indemnification Agreement with each of the Companys directors
(each, an Indemnitee).
Inc. (the Company) adopted a form of indemnification agreement
(the Indemnification Agreement) and intends to enter into the
Indemnification Agreement with each of the Companys directors
(each, an Indemnitee).
The Indemnification Agreement clarifies and supplements the
indemnification obligations of the Company to each Indemnitee
already included in the Companys Charter, as amended (the
Charter), and Amended and Restated Bylaws (the Bylaws) and the
indemnification rights available under Tennessee law. Under the
terms of the Indemnification Agreement, subject to certain
exceptions specified therein, the Company will indemnify each
Indemnitee to the fullest extent permitted by Tennessee law in
the event the Indemnitee becomes a party to or a participant in
certain proceedings as a result of the Indemnitees service as a
director (or for service in such other positions at the request
of the Company), including with respect to enforcement of the
Indemnitees rights under the Indemnification Agreement. The
Company also will, subject to certain exceptions and conditions,
including as required by Tennessee law, advance to each
Indemnitee specified expenses incurred in connection with such
proceedings. The obligations of the Company under the
Indemnification Agreement continue after each Indemnitee has
ceased to serve as a director (or such other service at the
request of the Company).
indemnification obligations of the Company to each Indemnitee
already included in the Companys Charter, as amended (the
Charter), and Amended and Restated Bylaws (the Bylaws) and the
indemnification rights available under Tennessee law. Under the
terms of the Indemnification Agreement, subject to certain
exceptions specified therein, the Company will indemnify each
Indemnitee to the fullest extent permitted by Tennessee law in
the event the Indemnitee becomes a party to or a participant in
certain proceedings as a result of the Indemnitees service as a
director (or for service in such other positions at the request
of the Company), including with respect to enforcement of the
Indemnitees rights under the Indemnification Agreement. The
Company also will, subject to certain exceptions and conditions,
including as required by Tennessee law, advance to each
Indemnitee specified expenses incurred in connection with such
proceedings. The obligations of the Company under the
Indemnification Agreement continue after each Indemnitee has
ceased to serve as a director (or such other service at the
request of the Company).
The foregoing description of the Indemnification Agreement does
not purport to be complete and is subject to, and qualified in
its entirety by, the full text of the Indemnification Agreement,
the form of which is attached as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.
not purport to be complete and is subject to, and qualified in
its entirety by, the full text of the Indemnification Agreement,
the form of which is attached as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.
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ITEM 5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
On May 12, 2017, the Board adopted the Fred’s, Inc. 2017
Long-Term Incentive Plan (the “2017 LTIP”), subject to the
approval of the Company’s shareholders. On May 30, 2017, the
Board amended the 2017 LTIP by adopting the First Amendment to
the 2017 LTIP (the “First Amendment”). At the Company’s
Annual Meeting of Shareholders held on June 15, 2017,
shareholders approved the 2017 LTIP, as amended, and it became
effective as of that date. The results of the shareholder vote
on the 2017 LTIP, as amended, are set forth below under Item
5.07 of this Current Report on Form 8-K.
Long-Term Incentive Plan (the “2017 LTIP”), subject to the
approval of the Company’s shareholders. On May 30, 2017, the
Board amended the 2017 LTIP by adopting the First Amendment to
the 2017 LTIP (the “First Amendment”). At the Company’s
Annual Meeting of Shareholders held on June 15, 2017,
shareholders approved the 2017 LTIP, as amended, and it became
effective as of that date. The results of the shareholder vote
on the 2017 LTIP, as amended, are set forth below under Item
5.07 of this Current Report on Form 8-K.
Descriptions of the material terms of the 2017 LTIP, as
amended, are set forth under the caption “Proposal 5 –
Approval of the Fred’s, Inc. 2017 Long-Term Incentive Plan”
in the Company’s Definitive Proxy Statement on Schedule 14A,
filed with the Securities and Exchange Commission on May 16,
2017 and under the caption “Proposal 5 – Approval of the
Fred’s, Inc. 2017 Long-Term Incentive Plan” in the Company’s
Definitive Additional Materials filed with the Securities and
Exchange Commission on May 31, 2017 and are incorporated herein
by reference. The descriptions of the 2017 LTIP, as amended,
included therein do not purport to be complete and are subject
to, and qualified in their entirety by, the full text of the
2017 LTIP and the First Amendment, copies of which are
incorporated herein by reference to Exhibit 10.2 and Exhibit
10.3, respectively, to this Current Report on Form 8-K.
amended, are set forth under the caption “Proposal 5 –
Approval of the Fred’s, Inc. 2017 Long-Term Incentive Plan”
in the Company’s Definitive Proxy Statement on Schedule 14A,
filed with the Securities and Exchange Commission on May 16,
2017 and under the caption “Proposal 5 – Approval of the
Fred’s, Inc. 2017 Long-Term Incentive Plan” in the Company’s
Definitive Additional Materials filed with the Securities and
Exchange Commission on May 31, 2017 and are incorporated herein
by reference. The descriptions of the 2017 LTIP, as amended,
included therein do not purport to be complete and are subject
to, and qualified in their entirety by, the full text of the
2017 LTIP and the First Amendment, copies of which are
incorporated herein by reference to Exhibit 10.2 and Exhibit
10.3, respectively, to this Current Report on Form 8-K.
Additionally, the information set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference.
Current Report on Form 8-K is incorporated herein by reference.
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ITEM 5.03
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AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE
IN FISCAL YEAR. |
On June 15, 2017, the Board approved an amendment to the Bylaws
(the Amendment), which became effective immediately. The
Amendment: (1) conforms indemnifications standards and procedures
under the Companys Bylaws with Tennessee law; (2) affirms the
Companys ability to enter into indemnification agreements with
officers, directors, employees and agents; and (3) clarifies that
subsequent amendments to the Bylaws or the Charter will not
adversely impact indemnification rights with respect to acts or
omissions occurring prior to such amendment.
(the Amendment), which became effective immediately. The
Amendment: (1) conforms indemnifications standards and procedures
under the Companys Bylaws with Tennessee law; (2) affirms the
Companys ability to enter into indemnification agreements with
officers, directors, employees and agents; and (3) clarifies that
subsequent amendments to the Bylaws or the Charter will not
adversely impact indemnification rights with respect to acts or
omissions occurring prior to such amendment.
The foregoing description of the Amendment is qualified in its
entirety by full text of the Amendment, a copy of which is filed
as Exhibit 3.1 to this Current Report on Form 8-K and
incorporated herein by reference.
entirety by full text of the Amendment, a copy of which is filed
as Exhibit 3.1 to this Current Report on Form 8-K and
incorporated herein by reference.
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ITEM 5.07
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS. |
On June 15, 2017, the Company held its 2017 Annual Meeting of
Shareholders where the Companys shareholders considered and voted
on the following five proposals: (1) the election of directors
for a one-year term; (2) the ratification of the selection of BDO
USA, LLP as the Companys independent, registered public
accounting firm; (3) the approval, on an advisory basis, of the
executive compensation of the Companys named executive officers;
(4) the approval, on an advisory basis, of the frequency of
future votes on the executive compensation of the Companys named
executive officers; and (5) the approval of the 2017 LTIP, as
amended.
Shareholders where the Companys shareholders considered and voted
on the following five proposals: (1) the election of directors
for a one-year term; (2) the ratification of the selection of BDO
USA, LLP as the Companys independent, registered public
accounting firm; (3) the approval, on an advisory basis, of the
executive compensation of the Companys named executive officers;
(4) the approval, on an advisory basis, of the frequency of
future votes on the executive compensation of the Companys named
executive officers; and (5) the approval of the 2017 LTIP, as
amended.
At the close of business on May 11, 2017, the record date, the
Company had 38,050,580 shares of common stock issued and
outstanding. There were 35,145,102 shares represented in person
or by proxy at the 2017 Annual Meeting, which comprised a
majority of the issued and outstanding shares of common stock as
of the record date.
Company had 38,050,580 shares of common stock issued and
outstanding. There were 35,145,102 shares represented in person
or by proxy at the 2017 Annual Meeting, which comprised a
majority of the issued and outstanding shares of common stock as
of the record date.
The final results of the vote on the five proposals are as
follows:
follows:
Proposal 1. Election of Directors
Each of Thomas H. Tashjian, Michael T. McMillan, Timothy A.
Barton, Christopher W. Bodine, Peter J. Bocian, Linda
Longo-Kazanova, B. Mary McNabb, Steven B. Rossi and Michael K.
Bloom was elected as a director of the Company by vote of the
shareholders. The results of the voting were as follows:
Barton, Christopher W. Bodine, Peter J. Bocian, Linda
Longo-Kazanova, B. Mary McNabb, Steven B. Rossi and Michael K.
Bloom was elected as a director of the Company by vote of the
shareholders. The results of the voting were as follows:
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Election of Directors:
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For
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Withheld
|
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Thomas H. Tashjian
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31,041,253
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444,461
|
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Michael T. McMillan
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30,881,907
|
603,807
|
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Timothy A. Barton
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31,340,115
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145,559
|
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Christopher W. Bodine
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31,364,286
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121,428
|
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Peter J. Bocian
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31,389,420
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96,294
|
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Linda Longo-Kazanova
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31,382,303
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103,411
|
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B. Mary McNabb
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31,043,810
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441,904
|
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Steven B. Rossi
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31,340,546
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145,168
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Michael K. Bloom
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31,391,005
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94,709
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There were no abstentions and 3,659,378 broker non-votes with
respect to this proposal.
respect to this proposal.
Proposal 2. Ratification of Selection of Independent
Registered Public Accounting Firm
Registered Public Accounting Firm
The shareholders voted to ratify the selection of BDO USA, LLP as
the Companys independent, registered public accounting firm for
the fiscal year ending January 27, 2018. The results of the
voting were as follows:
the Companys independent, registered public accounting firm for
the fiscal year ending January 27, 2018. The results of the
voting were as follows:
|
For
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Against
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Abstain
|
||
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35,042,056
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99,408
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3,628
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Proposal 3. Advisory Vote on Executive Compensation
The shareholders voted to approve, on a nonbinding, advisory
basis, the executive compensation of the Companys named executive
officers. The results of the voting were as follows:
basis, the executive compensation of the Companys named executive
officers. The results of the voting were as follows:
|
For
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Against
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Abstain
|
||
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31,212,190
|
261,245
|
12,279
|
There were 3,659,378 broker non-votes with respect to this
proposal.
proposal.
Proposal 4. Advisory Vote on Frequency of Advisory Vote on
Executive Compensation
Executive Compensation
The shareholders voted to approve, on a nonbinding, advisory
basis, holding future votes on the executive compensation of the
Companys named executive officers on an annual basis. The results
of the voting were as follows:
basis, holding future votes on the executive compensation of the
Companys named executive officers on an annual basis. The results
of the voting were as follows:
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One Year
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Two Years
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Three Years
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Abstain
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|||
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30,780,390
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11,098
|
656,270
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37,956
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There were 3,659,378 broker non-votes with respect to this
proposal.
proposal.
Proposal 5. Approve the Freds, Inc. 2017 Long-Term Incentive
Plan, as amended
Plan, as amended
The shareholders voted to approve the 2017 LTIP, as amended. The
results of the voting were as follows:
results of the voting were as follows:
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For
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Against
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Abstain
|
||
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31,085,716
|
386,898
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13,100
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There were 3,659,378 broker non-votes with respect to this
proposal.
proposal.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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(d)
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Exhibits
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3.1
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Amendment No. 1 to the Amended and Restated Bylaws of
Freds Inc. |
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10.1
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Form of Indemnification Agreement
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| 10.2 |
Fred’s, Inc. 2017 Long-Term Incentive Plan (incorporated
by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 16, 2017). |
| 10.3 |
First Amendment to the Fred’s, Inc. 2017 Long-Term
Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Additional Materials on Schedule 14A filed with the Securities and Exchange Commission on May 31, 2017). |
About FRED’S, INC. (NASDAQ:FRED)
Fred’s, Inc. (Fred’s) is engaged in the sale of general merchandise through its retail discount stores and full service pharmacies. The Company sells general merchandise to its over 20 franchisees. The Company has approximately 660 retail stores, over 370 pharmacies, and approximately three specialty pharmacy facilities located in over 15 states mainly in the Southeastern United States. The Company is licensed to dispense pharmaceuticals in approximately 50 states. The Company operates approximately 640 company-owned stores, including over 60 express stores (or Xpress stores). Fred’s is a combination of pharmacy, dollar store and mass merchant strategically located in smaller markets. It offers various product categories, including consumables, such as tobacco, food and beverage, prescription pharmaceuticals, paper and cleaning supplies, pet supplies, health and beauty aids, and discretionary products, such as home decor, seasonal merchandise, auto and hardware, and lawn and garden.
