HSN, Inc. (NASDAQ:HSNI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

HSN, Inc. (NASDAQ:HSNI) 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.

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On November 28, 2016, HSN, Inc., a Delaware corporation (the “Company”), issued a press release announcing that Rod R. Little will join the Company as Chief Financial Officer of the Company. It is expected that Mr. Little will join the Company on January 3, 2017. A copy of the related press release is furnished as Exhibit 99.1 to this report.

Contemporaneously with Mr. Little’s first day of employment as Chief Financial Officer, Ms. Schmeling will relinquish her role as Chief Financial Officer of the Company and will serve as President of Cornerstone Brands, Inc. and Chief Operating Officer of the Company.

Mr. Little previously served as Executive Vice President and Chief Financial Officer of Elizabeth Arden, Inc. from April 2014 to November 2016. Prior to joining Elizabeth Arden, Mr. Little spent 17 years with Procter & Gamble where he held numerous positions of increasing responsibility in Procter & Gamble’s divisional and corporate finance organization, ultimately serving as the chief finance officer of their global salon professional division from 2009 until 2014. Mr. Little also served for five years in the United States Air Force prior to joining Procter & Gamble in 1997.

In connection with his appointment, the Company entered into a letter agreement with Mr. Little to be effective upon commencement of his employment with the Company. The agreement provides as follows:

  • Mr. Little will be paid an annual base salary of $700,000.
  • He will be eligible to participate in the Company’s short-term incentive plan with a target bonus of 50% of base salary, and long-term incentive plan with a target bonus of 150% of base salary. Awards under the plans will be based on measures of both corporate financial performance and individual goals and objectives.
  • Effective the first of the month following his date of hire, Mr. Little will be granted an award of restricted stock units, or RSUs, equal to 200% of his base salary based on fair value of the Company’s common stock on the grant date, not to exceed 50,000 RSUs. The RSUs will vest in five equal annual installments, with 20% vesting on each of the following anniversaries of the grant date.
  • Mr. Little will be eligible for relocation including weekly trips between St. Petersburg and his home during the relocation.
  • Mr. Little will also be eligible to participate in the Company’s Named Executive Officer Severance Plan. The plan generally provides for severance benefits in the event of a termination by the Company without Cause or by the Executive for Good Reason (as such terms are defined in the plan). The Named Executive Officer Severance Plan was previously filed with the Company’s Current Report on Form 8-K dated November 23, 2009 and filed with the U.S. Securities and Exchange Commission on November 24, 2009.

The Company intends to enter into its standard form of non-compete, non-solicitation, confidentiality and proprietary rights agreement with Mr. Little on substantially the same terms as those entered into with its other executive officers.

Since January 1, 2016, Mr. Little has not been a participant in any transaction, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000. However, the Company has purchased inventory from Elizabeth Arden in various arm’s length transactions. There are no family relationships between Mr. Little and any other director or executive officer of the Company.

Item 9.01. Financial Statements and Exhibits.

99.1 Press Release dated November 28, 2016


HSN, Inc. is an interactive multi-channel retailer. The Company markets and sells a range of third party and private-label merchandise directly to consumers through various platforms, including television home shopping programming broadcast on the HSN television networks; catalogs, comprising the Cornerstone portfolio of print catalogs; Websites, which consist of HSN.com, joymangano.com and over seven branded Websites operated by Cornerstone; mobile devices; retail and outlet stores, and wholesale distribution of certain products to other retailers. It operates through two segments: HSN and Cornerstone. HSN offerings comprise jewelry, fashion (apparel and accessories), beauty and health (including beauty, wellness and fitness), and home and other (including home, electronics, culinary and other). Merchandise offered by Cornerstone consists of home furnishings (including indoor/outdoor furniture, home decor, tabletop, textiles and other home related goods), and apparel and accessories.

HSN, Inc. (NASDAQ:HSNI) Recent Trading Information

HSN, Inc. (NASDAQ:HSNI) closed its last trading session up +0.15 at 40.55 with 107,040 shares trading hands.

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