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): September 13, 2015

GORDMANS STORES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34842	26-3171987
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

1926 South 67^th St,

Omaha, Nebraska 68106

(Address of principal executive offices, zip code)

(402) 691-4000

(Registrant’s telephone number, including area code)

(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 September 16, 2015, Gordmans Stores, Inc. (the “Company”) appointed James B. Brown as Executive Vice President, Chief Financial Officer (“CFO”) and Treasurer, to be effective as of September 16, 2015. Mr. Brown will serve as the Company’s principal financial officer.

Mr. Brown, 47, joins the Company from Hancock Fabrics, Inc. (“Hancock”), where he served as Executive Vice President, Chief Financial Officer and Secretary from March 2013 until accepting the CFO position with the Company. Prior to that time, Mr. Brown served in various positions with Fred’s, Inc., including as Senior Vice President – Finance from November 2011 to February 2013, Vice President, Planning and Analysis from June 2008 to November 2011 and Assistant Controller from February 2006 to May 2008.

In connection with Mr. Brown’s employment, the Company executed an employment offer letter (the “Offer Letter”) with Mr. Brown dated September 13, 2015. Under the terms of the Offer Letter, Mr. Brown is entitled to (i) an annual base salary of $325,000, subject to annual increase based on the attainment of performance objectives to be established annually, (ii) participation in the Company’s Incentive Compensation Program, a cash bonus payment program with a target bonus equal to 45% of Mr. Brown’s annual base salary and a maximum bonus equal to 90% of base salary, (iii) options to acquire 36,000 shares of the Company’s common stock and 6,000 shares of restricted stock under the Company’s 2010 Omnibus Incentive Compensation Plan, which grants will be subject to time-based vesting at a rate of 25% per year beginning on the first anniversary of the grant date, (iv) 6,000 shares of restricted stock under the Company’s 2010 Omnibus Incentive Compensation Plan, which grant will be subject to performance-based cliff vesting after three years, (v) participation in the Company’s healthcare and benefit plans, (vi) relocation expenses up to $136,000, and (vii) severance in certain circumstances equal to Mr. Brown’s base salary for the number of months that he is employed by the Company, not to exceed six months, unless Mr. Brown is employed by a third party prior to that time. In addition, the Offer Letter provides that in June 2016, as part of the Company’s annual long term incentive review, Mr. Brown will be granted equity instruments valued at up to 70% of his base salary to be comprised of stock options, restricted stock and performance-based restricted stock.

The above summary of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the Offer Letter, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

There is no arrangement or understanding pursuant to which Mr. Brown was appointed as Executive Vice President, CFO and Treasurer and no family relationship exists between Mr. Brown and any director or executive officer of the Company. Since the beginning of the Company’s preceding fiscal year, there have been no related party transactions between the Company and Mr. Brown as described under Item 404(a) of Regulation S-K and none have been proposed.

A copy of the Company’s press release, issued on September 16, 2015, announcing the appointment of Mr. Brown is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	Offer Letter, dated as of September 13, 2015, by and between Gordmans Stores, Inc. and James. B. Brown.
99.1	Press Release of Gordmans Stores, Inc., dated September 16, 2015.

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.

	GORDMANS STORES, INC.
Date: September 16, 2015	By:	/s/ Andrew T. Hall
		Name:	Andrew T. Hall
		Title:	President, Chief Executive Officer and Secretary

EXHIBIT INDEX

Exhibit Number	Description
10.1	Offer Letter, dated as of September 13, 2015, by and between Gordmans Stores, Inc. and James. B. Brown.
99.1	Press Release of Gordmans Stores, Inc., dated September 16, 2015.

EX-10.1

Exhibit 10.1

September 4, 2015

James B. Brown

2565 Primrose Lane

Tupelo, MS 38801

jbecbrown@hotmail.com

Dear James:

It gives me great pleasure to confirm in writing the offer of employment that we have discussed. I am extremely excited at the prospect of partnering with you, and believe that your leadership style, demonstrated retail acumen and broad experience are a tremendous fit with our Company’s culture, our senior management group and finance team. As importantly, I believe that Gordmans offers you the opportunity to optimize your tremendous skills and potential, immediately and well into the future. Here are the specifics of our offer:

Start Date: September 16, 2015

Position: EVP Chief Financial Officer

Supervisor: Andy Hall, President & CEO

Salary: You will receive a biweekly base salary of $12,500.00 (26 biweekly periods per year) which, when annualized, would equate to $325,000.00. Paydays are every other Friday.

Annual Bonus: You will be eligible to participate in the Incentive Compensation Program for Officers according to the terms of that program. The annual bonus target for your position, assuming the performance thresholds are reached, is approximately 45% of the base salary in effect at the start of the fiscal year, with a maximum of 90%. You must be employed on the date that the bonus is paid in order to receive the bonus.

Equity Participation: On your start date, you will be granted 36,000 stock options, 6,000 restricted stock shares and 6,000 performance shares, pursuant to the applicable stock agreements. The price of the stock options and restricted stock will be equal to the average market price on the date of grant and the rate of vesting will be 25% per year beginning on the first anniversary of the grant date, based upon the provisions of the Non-Qualified Stock Option Agreement.

During our scheduled Long Term Incentive review period in June of 2016, you will also be granted equity instruments valued at 70% of your base salary. These instruments will be a combination of performance shares, restricted stock and stock options to acquire shares of the Company’s common stock, pursuant to a Performance Share Agreement, Restricted Stock Agreement and a Non-Qualified Stock Option Agreement issued under the 2010 Omnibus Incentive Compensation Plan. The rate of vesting for the stock options and restricted stock will be 25% per year beginning on the first anniversary of the grant date, based upon the provisions of the Restricted Stock and Non-Qualified

Stock Option agreements, as applicable. The performance shares cliff vest after 3 years and are based on a TSR calculation against a retail peer group. All equity programs are subject to review and approval of the Board of Directors.

The formal Performance Share, Restricted Stock and Non-Qualified Stock Option agreements will be sent to you through E*TRADE for your review and acceptance as soon as administratively possible after the date of grant, which is pending board of directors approval.

Relocation: Your eligible expenses in relocation from Mississippi to Omaha will be reimbursed in accordance with company policy. The details of this policy are explained more fully in the separate documents titled Relocation Repayment Agreement and Gordmans Relocation Policy Tier 3 Homeowner. Gordmans will cover a maximum of $136,000.00 in eligible expenses. This amount includes $36,000 for duplicate housing expenses considering the estimated time to sell in your current location. Eligible expenses will be covered up to one year from your start date.

Benefits: During the 60-day waiting period for benefits, Gordmans will subsidize any COBRA healthcare payments that you may be making to your previous employer such that your net cost is no more than you would pay as an active participant under our healthcare plan. Note that officers are eligible for four weeks of vacation each year. A complete listing of benefits and eligibility requirements will be provided.

Performance Review: Your performance will be formally evaluated at the end of each fiscal year against the objectives agreed to by you and your supervisor. Your salary will be adjusted annually according to the degree of attainment of those objectives. You will receive a pro-rated performance review (based on length of service) on or about May 1, 2016 and annually thereafter.

Miscellaneous: Please be advised that the offer is contingent upon the favorable outcome of a security and background check. Also please be advised that your employment is for an indefinite period and is terminable at the will of either the Company or you, with or without cause at any time, subject only to such limitations as may be imposed by law. This offer of employment is also contingent on you not being subject to any restrictive covenants which would impact your ability to perform the services contemplated (or you having delivered us an effective waiver thereof). By signing below, you are confirming to us that you are not presently subject to or otherwise bound by a non-compete, non-solicit, confidentiality or similar restriction with any person with respect to any prior or existing employment, investment or other relationship.

Separation of Employment: Our relationship will be based on mutual respect and consent, and therefore will continue only as long as both parties find the relationship to be satisfactory. Accordingly, you are free to terminate your employment with proper notice whenever you feel it would be in your best interest to do so. By the same token, Gordmans reserves the right to terminate employment whenever, in its discretion, it feels necessary to do so. This is known as employment “at-will.” If, however, your employment is terminated by Gordmans without cause or within nine months of a change in control, or the position and scope of your responsibilities are significantly reduced, then, subject to execution of a release of claims against us, you will receive salary continuation up to the earlier of (a) the period of time equal to the number of months you were employed by Gordmans, not to exceed six months, and (b) the date on which you are employed by a third party. Additionally, you will receive continued medical and dental coverage during this period. If termination occurs for Cause, you will not be entitled to any compensation whatsoever from Gordmans beyond the last day worked. “Cause” for termination of employment is defined, in the reasonable opinion of the President & CEO of the

Company, as (i) willful or deliberate misconduct as an employee of the Company; (ii) misappropriation or misuse of the Company’s trade secrets or proprietary information, including the disclosure of confidential information to others; (iii) any act of embezzlement or fraud against the Company or its customers or vendors, or dishonesty; (iv) any conduct which is or may be injurious to the Company (including its reputation), its customers, or its vendors; (v) any immoral or illegal conduct; and (v) negligence which manifests culpability, wrongful intent, evil design, or substantial disregard of Gordmans’ interests or of your duties and obligations. You will not be entitled to any severance or payment beyond your last day worked if you terminate your employment with Gordmans.

Business Ethics/Conflict of Interest: Please carefully read the enclosed Business Ethics/Conflict of Interest policy and sign the Handbook Acknowledgement. This offer of employment, and your continuing employment, is conditional upon the absence of any conflicts of interest as defined in our policy.

Compliance with Law: This letter is intended to comply with applicable law. Without limiting the foregoing, this letter is intended to comply with the requirements of section 409A of the Internal Revenue Code (“409A”), and, specifically, with the separation pay and short term deferral exceptions of 409A. Notwithstanding anything in the letter to the contrary, separation pay may only be made upon a “separation from service” under 409A and only in a manner permitted by 409A. For purposes of 409A, the right to a series of installment payments under this letter shall be treated as a right to a series of separate payments. In no event may you, directly or indirectly, designate the calendar year of a payment. All reimbursements and in-kind benefits provided in this letter shall be made or provided in accordance with the requirements of 409A (including, where applicable, the reimbursement rules set forth in the regulations issued under 409A). If you are a “specified employee” of a publicly traded corporation on your termination date (as determined by the Company in accordance with 409A), to the extent required by 409A, separation pay due under this letter will be delayed for a period of six months. Any separation pay that is postponed because of 409A will be paid to you (or, if you die, your beneficiary) within 30 days after the end of the six-month delay period.

Identity/Employment Eligibility: This offer of employment is contingent on your ability to provide appropriate original documentation verifying your identity and eligibility to work in the United States as required by The Immigration Reform and Control Act.

This letter contains all the specifics of our offer and any changes must be in writing and signed by Gordmans. Please indicate your formal acceptance of this offer of employment with Gordmans by returning a signed copy of this letter to me as soon as possible.

Best regards,
/s/ Andy Hall
ACCEPTED AND AGREED:
Signature	/s/ James Brown	Date 9/13/2015

EX-99.1

EXHIBIT 99.1

Gordmans Stores, Inc. Appoints James B. Brown as Chief Financial Officer

OMAHA, NE — (Marketwired) — 09/16/15 — Gordmans Stores, Inc. (NASDAQ: GMAN), an Omaha-based apparel and home décor retailer today announced that James B. Brown has been appointed Executive Vice President and Chief Financial Officer effective September 16, 2015.

Andy Hall, Chief Executive Officer, stated, “James is a highly accomplished executive with a well-rounded understanding of retail finance and operations. In addition to his retail industry background, James brings other important skill sets from his experience working at a public accounting firm, serving in the military and helping run a start-up company. I am excited about James joining our team and he will be instrumental in helping Gordmans achieve its long-term growth objectives.”

Brown, 47, joins Gordmans from Hancock Fabrics, Inc. where he was Chief Financial Officer and Executive Vice President since 2013. Prior to Hancock Fabrics, Mr. Brown spent seven years at Fred’s Inc., a $2 billion discount retail and pharmacy chain, in a variety of finance positions of increasing responsibility including Senior Vice President, Finance.

Brown is a certified public accountant and holds Bachelor of Arts Degrees in Accounting and Economics from the University of Puget Sound.

ABOUT GORDMANS, INC.

Gordmans (NASDAQ: GMAN) is an everyday value-price department store featuring a large selection of name brands and the latest fashions and styles at up to 60 percent off department store prices. The wide range of merchandise includes apparel and footwear for men, women and children, as well as accessories, home décor, gifts, designer fragrances, fashion jewelry, bedding and bath, accent furniture and toys. Founded in 1915, Gordmans currently operates 101 stores in 60 markets and 22 states. To shop online, visit gordmans.com. Connect with Gordmans on Facebook, Twitter, Pinterest and Instagram.

Media Contact:

Joan Lukas

402-895-2552 ext. 322

Investor Contact:

ICR, Inc.

Brendon Frey

(203) 682-8200

Source: Gordmans Stores, Inc.