FTD Companies,Inc. (NASDAQ:FTD) 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 July 18, 2018, Scott D. Levin, then-current Executive Vice President, General Counsel and Secretary of FTD Companies, Inc. (“FTD” or the “Company”), was appointed interim President and Chief Executive Officer of the Company. Mr. Levin succeeds John C. Walden, who stepped down from these positions and from the Company’s Board of Directors, effective immediately.

In accordance with his employment agreement, Mr. Walden is entitled to certain severance benefits in connection with his departure from the Company, including (i) a cash severance payment equal to the sum of (A) two times his current annual salary and (B) two times his target bonus for 2018, (ii) a cash payment in lieu of certain service-based restricted stock units, (iii) reimbursement for 12 months of COBRA coverage for Mr. Walden and his spouse and dependents, and (iv) accelerated vesting of certain of his outstanding equity awards, subject in each case to his compliance with certain covenants in the employment agreement. In addition, in the event of a change in control during 2018, as defined in his employment agreement, Mr. Walden will be entitled to receive a pro-rated target bonus calculated under the terms of his employment agreement.

In satisfaction of the disclosure required by Items 401(b) and 401(e) of Regulation S-K, the section of the Company’s definitive proxy statement for its 2018 annual meeting of shareholders, filed with the Securities and Exchange Commission on April 26, 2018, entitled “Executive Officers” is incorporated by reference herein. With respect to the disclosure required by Item 401(d) of Regulation S-K, there are no family relationships between Mr. Levin and any director or executive officer of the Company. With respect to Item 404(a) of Regulation S-K, there are no relationships or related transactions between Mr. Levin and the Company that would be required to be reported.

On July 18, 2018, the position held by Simha Kumar, the Company’s Chief Operating Officer, was eliminated, effective immediately. In accordance with his employment agreement, Mr. Kumar is entitled to certain severance benefits in connection with his departure from the Company, including (i) a cash severance payment equal to the sum of (A) his current annual salary and (B) his target bonus for 2018, (ii) reimbursement for 12 months of COBRA coverage for Mr. Kumar and his spouse and dependents, and (iii) accelerated vesting of certain of his outstanding equity awards, subject in each case to his compliance with certain covenants in the employment agreement.

In addition, on July 18, 2018, the position held by Jeffrey D. T. Severts, the Company’s Executive Vice President and Chief Marketing Officer, was eliminated. Mr. Severts is expected to remain with the Company through August 30, 2018, in connection with the transition of his marketing responsibilities. In accordance with his employment agreement, Mr. Severts is entitled to certain severance benefits in connection with his departure from the Company, including (i) a cash severance payment equal to the sum of (A) his current annual salary and (B) his target bonus for 2018, (ii) reimbursement for 12 months of COBRA coverage for Mr. Severts and his spouse and dependents, and (iii) accelerated vesting of certain of his outstanding equity awards, subject in each case to his compliance with certain covenants in the employment agreement.

About FTD Companies,Inc. (NASDAQ:FTD)

FTD Companies, Inc. (FTD) is a floral and gifting company. The Company operates through four segments: Consumer, Florist, International and Provide Commerce. Through its Consumer segment, FTD is a direct marketer of floral and gift products for consumers, primarily in the United States and Canada. Through its Florist segment, it is a provider of products and services to its floral network members, which include traditional retail florists and other non-florist retail locations. Its International segment consists of Interflora, which operates primarily in the United Kingdom and the Republic of Ireland. Through its Provide Commerce segment, FTD is a direct marketer of floral and gift products, including specialty foods, personalized gifts and other gifting products for consumers. Its portfolio of brands includes ProFlowers, ProPlants, Shari’s Berries, Personal Creations, RedEnvelope, Cherry Moon Farms, Flying Flowers, Flowers Direct, Sesame, Ink Cards, Postagram, and Gifts.com.