8-K

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): March 16, 2020

RTW RETAILWINDS, INC.
(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of incorporation) 1-32315
(Commission File Number) 33-1031445
(IRS Employer Identification No.)

330 West 34^th Street
9^th Floor
New York, New York 10001
(Address of principal executive offices, including  Zip Code)

(212) 884-2000
(Registrant’s 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	RTW	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)       RTW Retailwinds, Inc. (the “Company”) announced that Gregory J. Scott will resign from his position as Chief Executive Officer of RTW Retailwinds, Inc. and as a member of the Company’s Board of Directors, effective April 17, 2020. In connection with Mr. Scott’s resignation, the Company is in the process of entering into a separation agreement with Mr. Scott which is expected to include the payment of severance benefits consistent with a voluntary resignation in accordance with the terms of his Letter Agreement of Employment, dated April 28, 2010, as described in the Company’s 2019 Proxy Statement.

(c)       The Company also announced, in connection with the resignation of Gregory Scott, the appointment of Traci Inglis, 41, to the role of Chief Executive Officer and member of the Company’s Board of Directors, effective April 17, 2020. Ms. Inglis was named President, Chief Marketing and Customer Officer, effective June 10, 2019. Ms. Inglis joined the Company from TechStyle Fashion Group, where she most recently served as President of Global Fashion Brands since March 2017. She joined TechStyle Fashion Group in 2013, where she held various marketing positions prior to her appointment as President of JustFab, Fabkids, and Shoedazzle. Prior to joining TechStyle Fashion Group, she spent nearly two years as the Director of Digital Marketing and CRM at Hot Topic Inc. From 2007 to 2012, Ms. Inglis was a Director and Senior Director of Strategy and Market Research at Westfield. Prior to joining Westfield, she held various Marketing management roles at Express and Alliance Data Systems. Ms. Inglis holds a BSBA from Ohio State University — The Max M. Fisher College of Business.

Item 7.01  Regulation FD.

On March 19, 2020, RTW Retailwinds, Inc. issued a press release announcing that Gregory J. Scott has resigned as its Chief Executive Officer and as a member of its Board of Directors, effective April 17, 2020. In addition, the Company announced that Traci Inglis was appointed as Chief Executive Officer and member of the Company’s Board of Directors, effective April 17, 2020.

A copy of the press release announcing Mr. Scott’s resignation and Ms. Inglis’ appointment is attached to this Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibit
Exhibit No.	Description
99.1	Press release issued on March 19, 2020

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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.

	RTW RETAILWINDS, INC.
		/s/ Sheamus Toal
Date: March 19, 2020	Name:	Sheamus Toal
	Title:	Executive Vice President, Chief Operating Officer and
		Chief Financial Officer

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EX-99.1

Exhibit 99.1

 

RTW RETAILWINDS, INC. ANNOUNCES LEADERSHIP SUCCESSION PLAN THAT
ACCELERATES DIGITAL TRANSFORMATION AND POSITIONS THE COMPANY FOR
LONG TERM PROFITABLE GROWTH

Appoints Traci Inglis to Chief Executive Officer Effective April 17, 2020

Gregory Scott to Step Down as Chief Executive Officer Following a Transition Period

New York, New York — March 19, 2020 — RTW Retailwinds, Inc. [NYSE:RTW], an omni-channel specialty apparel retail platform for powerful celebrity and consumer brands, today announced a leadership succession plan thereby positioning the Company to accelerate its digital transformation. Traci Inglis, current President and Chief Marketing and Customer Officer will become Chief Executive Officer and a member of the Company’s Board of Directors, effective April 17, 2020. Gregory Scott, who has directed the Company’s strategy for almost a decade has decided to relocate to California for personal reasons and therefore will step down from his role as Chief Executive Officer and a member of the Company’s Board of Directors, following a transition period.

Grace Nichols, Non-Executive Chair of the Board stated: “On behalf of the Board, I would like to thank Greg for his leadership and contributions to RTW Retailwinds.  Under Greg’s leadership, the Company has developed exclusive brands with national appeal, increased its digital presence to reach 30% of total sales and diversified its customers served with the acquisition of Fashion to Figure.  Most importantly, Greg has developed a strong management team, including the addition of Traci Inglis.

“While we are sad to see Greg leave, we believe that Traci is the perfect choice to direct and execute the vision for the Company as we work with a heightened sense of urgency to accelerate the Company’s digital and customer first marketing initiatives to position RTW for long term success.”

Gregory Scott, Chief Executive Office of RTW Retailwinds, commented: “I have been honored to serve as CEO for the past nine years and as a member of the Board of Directors and the Company for nearly a decade. During this time, we have transitioned our Company from a Brick-and-Mortar retailer operating solely as New York and Company, to RTW - operating a multi-brand platform for omni-channel and digitally native brands that have strong style, quality, and above all, are affordable.

“It is the passion of our associates and our customers for the New York and Company Brand that have always inspired me. I believe the time is right to transition the CEO role to Traci – as her experience is aligned with where RTW is going in the future. I believe that her digital, marketing and fashion background combined with her strong business acumen will not only allow for a seamless transition of the CEO role, but will also accelerate RTW’s path to a more preeminent position in the industry. I look forward to watching RTW’s progress after I depart in April.”

Traci Inglis, said: “I am honored and excited to lead Retailwinds as we accelerate our digital transformation and position the Company for long term growth.  I want to thank Greg for his leadership over the last decade, his passion for our brands and our customers is a testament to his strength as a leader and he will be missed.

“The time to transition to a digitally-dominant retail brand is here. We are facing many headwinds in today’s retail environment, but I am confident that Retailwinds possesses the right ingredients for success, including a flexible real estate portfolio, a loyal customer base, and above all a capable and passionate team. Over the next few months, you will see announcements detailing a strategy of decisive actions that will capitalize on our strengths to deliver long term sustained profit growth and increased value for all of our stakeholders.”

Traci Inglis was named President, Chief Marketing and Customer Officer, effective June 10, 2019. Ms. Inglis joined the Company from TechStyle Fashion Group, where she most recently served as President of Global Fashion Brands since March 2017. She joined TechStyle Fashion Group in 2013, where she held various marketing positions prior to her appointment as President of JustFab, Fabkids, and Shoedazzle. Prior to joining TechStyle Fashion Group, she spent nearly two years as the Director of Digital Marketing and CRM at Hot Topic Inc. From 2007 to 2012, Ms. Inglis was a Director and Senior Director of Strategy and Market Research at Westfield. Prior to joining Westfield, she held various Marketing management roles at Express and Alliance Data Systems. Ms. Inglis holds a BSBA from Ohio State University — The Max M. Fisher College of Business.

About RTW Retailwinds

RTW Retailwinds, Inc. (together with its subsidiaries, the "Company") is a specialty women's omni-channel retailer with a powerful multi-brand lifestyle platform providing curated fashion solutions that are versatile, on-trend, and stylish at a great value. The specialty retailer, first incorporated in 1918, has grown to now operate 387 retail and outlet locations in 33 states while also growing a substantial eCommerce business. The Company's portfolio includes branded merchandise from New York & Company, Fashion to Figure, Happy x Nature, and collaborations with Eva Mendes, Gabrielle Union and Kate Hudson. The Company's branded merchandise is sold exclusively at its retail locations and online at www.nyandcompany.com, www.fashiontofigure.com, and www.happyxnature.com, and through its rental subscriptions businesses www.nyandcompanycloset.com and www.fashiontofigurecloset.com. Additionally, certain product, press releases and SEC filing information concerning the Company are available at the Company's website: www.nyandcompany.com.

Investor Contact:

ICR, Inc.

(203) 682-8200

Investor: Allison Malkin