UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 15, 2011
NEW YORK & COMPANY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE (State or other jurisdiction of |
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1-32315 (Commission File Number) |
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33-1031445 (IRS Employer Identification No.) |
450 West 33rd Street
5th Floor
New York, New York 10001
(Address of principal executive offices, including zip code)
(212) 884-2000
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On April 15, 2011, Philip M. Carpenter III informed New York & Company, Inc. (the Company) that he will not stand for re-election as a member of the Companys board of directors upon the expiration of his current term, which expires as of the date of the Companys 2011 Annual Meeting of Stockholders. Mr. Carpenter did not cite any disagreement on any matter relating to the Companys operations, policies or practices.
(d) On April 15, 2011, the Companys board of directors elected Jill Beraud, 51, and Michelle Pearlman, 41, to be members of the Companys board of directors effective May 2, 2011. The election of Ms. Beraud and Ms. Pearlman, once effective, will increase the size of the Companys board of directors from 10 members to 12 members. The Company does not currently intend to assign Ms. Beraud or Ms. Pearlman to a committee of the board of directors. Ms. Beraud and Ms. Pearlman will each receive compensation in accordance with the Companys standard compensation arrangements for non-employee directors, which are described in the Companys Proxy Statement for fiscal year 2009, as filed on May 14, 2010 with the Securities and Exchange Commission.
A press release announcing the appointment was issued on April 21, 2011, and is attached as Exhibit No. 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit
Exhibit No. |
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Description |
99.1 |
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Press release issued on April 21, 2011 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NEW YORK & COMPANY, INC. | |
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/s/ Sheamus Toal |
Date: April 21, 2011 |
Name: |
Sheamus Toal |
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Title: |
Executive Vice President and Chief Financial Officer |
Exhibit 99.1
FINAL: For Release
NEW YORK & COMPANY, INC. APPOINTS TWO MEMBERS TO BOARD OF DIRECTORS
New York, New York April 21, 2011 New York & Company, Inc. [NYSE:NWY], a specialty apparel chain with 555 retail stores, today announced the appointments of Jill Beraud and Michelle Pearlman to its Board of Directors effective May 2, 2011.
Gregory Scott, New York & Companys CEO, stated: Now is an opportune time to add talent to our Board of Directors as we continue to develop New York & Company into the dominant value player for womens modern wear-to-work fashion. We are excited to welcome Jill and Michelle to our Board and look forward to benefiting from their contributions. Jills extensive experience working with some of the most reputable brands in the consumer goods arena has given her a command of strategic marketing and brand building, which will be an enormous asset to our organization. Michelles expertise in E-commerce and retail operations will add value to the Board by providing an enhanced perspective on the Companys growing customer relations marketing efforts and E-commerce business.
Jill Beraud currently serves as PepsiCo Americas Beverages Chief Marketing Officer and President-Joint Ventures. Prior to this, Ms. Beraud was PepsiCos Global Chief Marketing Officer, with responsibility for developing global brands and marketing strategies for PepsiCos $40-billion portfolio of food and beverage brands to drive long-term growth and innovation around the world. Before PepsiCo, Ms. Beraud spent 13 years at Limited Brands, most recently as Chief Marketing Officer of Victorias Secret. She also served as Executive Vice President of Marketing for Limited Brands broader portfolio of specialty brands including Bath & Body Works, C.O. Bigelow, Henri Bendel, Express, Limited Stores and Victorias Secret. Ms. Beraud began her career at Procter & Gamble. She currently serves on the leadership advisory board of the Wharton Schools Global Consulting Practice and is on the board of governors for World of Children.
Michelle Pearlman possesses 20 years of retail, consumer, marketing, and e-commerce focused experience. Most recently, Ms. Pearlman was Senior Vice President, President of the jewelry business unit, for Sears Holdings Corporation. Prior to Sears Holdings Corporation, Ms. Pearlman was with Ann Taylor, Inc., where she was an EVP, leading the E-commerce Business Unit and direct marketing for Ann Taylor and Loft divisions. She joined Ann Taylor after serving as an Associate Principal with McKinsey & Company where she managed turnaround and growth strategies for numerous clients focused on retail and consumer products. Ms. Pearlman started her career at Procter & Gamble. She was named to Crains Chicago Business 40 under 40 in 2009.
About New York & Company
New York & Company, Inc. is a leading specialty retailer of womens fashion apparel and accessories known for offering the latest NY Style. The Companys proprietary branded New York & Company ® merchandise is sold exclusively through its national network of New York & Company retail stores and E-commerce store at www.nyandcompany.com. As of April 11, 2011, the Company operated 555 stores in 43 states. Additionally, certain product, press release and SEC filing information concerning the Company are available at the Companys website: www.nyandcompany.com.
New York & Company, Inc.
Suzanne Rosenberg
Director, Investor Relations
212-884-2140
Investor/Media Contact:
ICR, Inc.
Investor: Allison Malkin
Media: Kristina Jorge
(203) 682-8200
Forward Looking Statements: This press release contains certain forward looking statements. Some of these statements can be identified by terms and phrases such as anticipate, believe, intend, estimate, expect, continue, could, may, plan, project, predict, and similar expressions and include references to assumptions that the Company believes are reasonable and relate to its future prospects, developments and business strategies. Such statements are subject to various risks and uncertainties that could cause actual results to differ materially. These include, but are not limited to: (i) the impact of general economic conditions and their effect on consumer confidence and spending patterns, which have deteriorated significantly and may continue to do so for the foreseeable future; (ii) the Companys ability to successfully maintain its restructuring and cost reduction program; (iii) the current economic conditions which could negatively impact the Companys merchandise vendors and their ability to deliver products; (iv) the Companys ability to open and operate stores successfully; (v) seasonal fluctuations in the Companys business; (vi) the Companys ability to anticipate and respond to fashion trends; (vii) the Companys dependence on mall traffic for its sales; (viii) competition in the Companys market, including promotional and pricing competition; (ix) the Companys ability to retain, recruit and train key personnel; (x) the Companys reliance on third parties to manage some aspects of its business; (xi) the Companys reliance on foreign sources of production; (xii) the Companys ability to protect its trademarks and other intellectual property rights; (xiii) the Companys ability to maintain, and its reliance on, its information technology infrastructure; (xiv) the effects of government regulation; (xv) the control of the Company by its sponsors and any potential change of ownership of those sponsors; and (xvi) other risks and uncertainties as described in the Companys documents filed with the SEC, including its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The Company undertakes no obligation to revise the forward looking statements included in this press release to reflect any future events or circumstances.
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