SEARS HOLDINGS CORPORATION (NASDAQ:SHLD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
On June 9, 2017, the Compensation Committee of the Board of Directors of Sears Holdings Corporation (the “Company”) approved changes to the compensation of Sean Skelley, the Company’s President, Home Services. In connection with such changes, Mr. Skelley entered into a letter agreement and Special Incentive Award Agreement with the Company (collectively, the “Agreement”). The Agreement amends the prior letter agreement entered into between Mr. Skelley and the Company dated as of September 24, 2015 and provides that Mr. Skelley will be eligible to receive a $125,000 bonus if he is employed by the Company on August 31, 2017, an additional $125,000 bonus if he is employed by the Company on February 3, 2018 and an additional $250,000 bonus if he is employed by the Company on February 2, 2019, in each case subject to the terms of the Agreement, with such bonuses to be credited against any fiscal 2017 or fiscal 2018, respectively, annual incentive bonuses that would be paid to Mr. Skelley. In exchange for these additional bonus opportunities, the Agreement also terminates Mr. Skelley’s Executive Severance Agreement, but the Agreement contains customary non-disclosure, non-solicitation and non-competition restrictions contained in the Company’s form executive severance agreement. If Mr. Skelley is involuntarily terminated by the Company, other than for cause (as defined in the Agreement), he will receive a pro-rata portion of the applicable bonus for the period in which the termination date occurs. If either Mr. Skelley’s employment is terminated by the Company for cause (as defined in the Agreement) or Mr. Skelley voluntarily terminates his employment for any reason, then Mr. Skelley will forfeit any amounts not yet payable to him under the Agreement. Mr. Skelley also will be eligible to receive a bonus upon the completion of any material externalization effort of the Company’s Home Services business, with the amount of the bonus to be determined by the Compensation Committee in its sole and absolute discretion. No other changes were made to Mr. Skelley’s current compensation arrangements.
Additionally, as part of the Company’s previously announced initiatives to simplify its organizational structure, effective as of June 15, 2017, Stephan H. Zoll will depart from his position as President, Online of the Company. Mr. Zoll is entitled to certain benefits and is subject to certain restrictions under the terms of his existing agreements with the Company, as further described in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 31, 2017.
About SEARS HOLDINGS CORPORATION (NASDAQ:SHLD)
Sears Holdings Corporation is an integrated retailer. The Company is the parent company of Kmart Holding Corporation (Kmart) and Sears, Roebuck and Co. (Sears). It operates through two segments: Kmart and Sears Domestic. It operates approximately 940 Kmart stores across over 50 states, Guam, Puerto Rico and the United States Virgin Islands. Kmart stores carry an array of products across various merchandise categories, including seasonal merchandise, toys, lawn and garden equipment, food and consumables and apparel, including products sold under labels, such as Jaclyn Smith, Joe Boxer and Alphaline and certain Sears brand products (such as Kenmore, Craftsman and DieHard) and services. Its Sears Domestic segment’s operations consist of full-line stores, specialty stores, commercial sales and home services. Full-line stores offer an array of products and service offerings across various merchandise categories, including appliances, consumer electronics/connected solutions and tools.
