0001171843-16-013373.txt : 20161128 0001171843-16-013373.hdr.sgml : 20161128 20161128080014 ACCESSION NUMBER: 0001171843-16-013373 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161128 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20161128 DATE AS OF CHANGE: 20161128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HSN, Inc. CENTRAL INDEX KEY: 0001434729 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34061 FILM NUMBER: 162018591 BUSINESS ADDRESS: STREET 1: 1 HSN DRIVE CITY: ST. PETERSBURG STATE: FL ZIP: 33729 BUSINESS PHONE: 727-872-1000 MAIL ADDRESS: STREET 1: 1 HSN DRIVE CITY: ST. PETERSBURG STATE: FL ZIP: 33729 8-K 1 f8k_112316.htm FORM 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): November 28, 2016

HSN, Inc.
(Exact name of registrant as specified in charter)

DELAWARE	001-34061	26-2590893
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1 HSN Drive, St. Petersburg, FL 33729

(Address of principal executive offices) (Zip Code)

(727) 872-1000
(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:
	[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	[ ]	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.

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 100% 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

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HSN, Inc.


Date: November 28, 2016	By:	/s/ Judy A. Schmeling
		Judy A. Schmeling
		Chief Operating Officer and Chief Financial Officer

EX-99.1 2 exh_991.htm PRESS RELEASE EdgarFiling

EXHIBIT 99.1

HSN, Inc. Announces Rod Little as Chief Financial Officer

Veteran Finance Executive Has Held Senior Positions at Elizabeth Arden and Procter & Gamble

ST. PETERSBURG, Fla., Nov. 28, 2016 (GLOBE NEWSWIRE) -- Interactive multichannel retailer HSN, Inc. (NASDAQ:HSNI) announced today that Rod Little will join the company as chief financial officer. Mr. Little comes to HSNi with significant public company expertise in the consumer products industry, having served as chief financial officer for Elizabeth Arden, Inc. as well as a variety of leadership positions with Procter & Gamble. He will join the company on January 3, reporting to CEO Mindy Grossman.

“Rod is an accomplished finance executive with significant public company and operational expertise in the consumer products industry. We are absolutely thrilled to have someone with his background and proven experience join the HSNi leadership team,” said Ms. Grossman. “Rod is a focused, strategic and creative thinker – known as a motivator and collaborator. He has the unique combination of being both bold and thoughtful in thinking and action, and I look forward to working with him as we deliver long-term growth for the company.”

Mr. Little will oversee all financial management, including accounting, financial planning and analysis, internal audit, treasury, tax, investor relations and media affiliate relations. He will develop and implement financial strategies with a focus on maximizing profitability and supporting the company’s short-term goals and long-term vision. He will act as a catalyst to support growth by identifying and pursuing opportunities that leverage HSNi’s distributed commerce competencies, while ensuring an efficient and effective capital structure. Mr. Little will succeed Judy Schmeling, who was named president of HSNi operating division Cornerstone Brands in August 2016, in addition to her ongoing leadership role as COO of HSN, Inc. Ms. Schmeling will work closely with Mr. Little to ensure a seamless transition.

“HSNi is a leader in direct to consumer retail, and I look forward to joining the talented executive team across its HSN and Cornerstone operating segments,” said Mr. Little. “These are both exciting and challenging times in the retail industry, which present real opportunities for a company like HSNi, with strength in digital and e-commerce and its focus on delivering innovative, differentiated retail experiences. It’s clear to me that HSNi is committed to harnessing the power of its unique platform to maximize performance and profitability.”

Most recently, he served as EVP and CFO of Elizabeth Arden, Inc., where he was instrumental in a turnaround that restored revenue growth and profitability, ultimately resulting in that public company’s sale to Revlon, Inc. As CFO, Mr. Little led the company’s global finance and IT organizations with nine VP-level direct reports and more than 200 people globally.

Prior to that, Mr. Little served as CFO for Procter & Gamble’s multi-billion dollar global salon professional division, which offered him a broad, global perspective and valuable consumer insights across a wide product portfolio. While at P&G, he was hand-picked by the CFO and President to oversee the turnaround of the multi-billion dollar global salon business. He played a broad role, leading a finance team of professionals in more than 20 countries where he had end-to-end responsibility for strategy development, business planning, financial reporting, and product development through to sales and cash collection.

Mr. Little holds a B.S. in Management from the United States Air Force Academy in Colorado Springs, Colo., and an MBA from the University of Pittsburgh in Pittsburgh, Pa.

About HSN, Inc.

HSN, Inc. (Nasdaq:HSNI) is a $4 billion interactive multichannel retailer with strong direct-to-consumer expertise among its two operating segments, HSN and Cornerstone. HSNi offers innovative, differentiated retail experiences on TV, online, via mobile devices, in catalogs, and in brick and mortar stores. HSN, a leading interactive multichannel retailer which offers a curated assortment of exclusive products combined with top brand names, now reaches approximately 94 million homes (24 hours a day, seven days a week, live 364 days a year). HSN.com offers a differentiated digital experience by leveraging content, community and commerce. In addition to its existing media platforms, HSN is the industry leader in transactional innovation, including services such as HSN Shop by Remote®, the only service of its kind in the U.S., the HSN Shopping App for mobile handheld devices and HSN on Demand®. Cornerstone comprises leading home and apparel lifestyle brands including Ballard Designs®, Frontgate®, Garnet Hill®, Grandin Road® and Improvements®. Cornerstone distributes approximately 290 million catalogs annually, operates five separate digital sales sites and operates 17 retail and outlet stores.

Contacts:

Felise Glantz Kissell (Analysts/Investors)
727-872-7529
felise.kissell@hsn.net

Jill Kermes (Media)
727-872-4390
jill.kermes@hsn.net