UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on March 7, 2024, on March 5, 2024, the Board of Directors (the “Board”) of Tile Shop Holdings, Inc. (the “Company”) appointed Mark B. Davis, current Vice President, Investor Relations, and Chief Accounting Officer (Principal Accounting Officer) of the Company, as Senior Vice President, Chief Financial Officer and Secretary of the Company, effective as of April 1, 2024. In connection with such appointment, on March 18, 2024, the Company and Mr. Davis entered into an amendment (the “Amendment”) to Mr. Davis’s employment agreement, dated September 6, 2019, to, among other things, reflect Mr. Davis’s new title; provide for annual base salary of $300,000, paid in accordance with the Company’s normal payroll procedures; amend Mr. Davis’s target annual cash incentive compensation opportunity to provide a target of 50% of his base salary and his equity awards; and revise Mr. Davis’s equity awards to provide for a grant of equity awards with an aggregate value of $200,000.
The description of the Amendment contained herein does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
| 10.1* | Amendment to Employment Agreement, dated as of March 18, 2024, by and between Tile Shop Holdings, Inc and Mark Davis. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Management compensatory plan or arrangement.
SIGNATURES
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.
| TILE SHOP HOLDINGS, INC. | |||
| Date: March 18, 2024 | By: | /s/ Cabell H. Lolmaugh | |
| Name: | Cabell H. Lolmaugh | ||
| Title: | Chief Executive Officer | ||
Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (“Amendment”), dated as of March 18, 2024, is entered into by and among Tile Shop Holdings, Inc. (the “Company”) and Mark Davis (“Executive”) (collectively, the “Parties”).
WHEREAS, the Parties entered into an Employment Agreement on or about September 6, 2019 (“Employment Agreement”);
WHEREAS Executive has assumed the role of the Company’s Chief Financial Officer;
WHEREAS, the Parties have decided to amend the Employment Agreement pursuant to this Amendment; and
WHEREAS, Paragraph 9.4 of the Employment Agreement permits it to be amended by a writing signed by all Parties.
NOW THEREFORE, in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree to amend the Employment Agreement as follows:
1. The Employment Agreement shall be amended such that Executive’s Position shall now be Senior Vice President, Chief Financial Officer and Secretary effective as April 1, 2024.
2. The Employment Agreement shall be amended such that Executive shall report to the Company’s Chief Executive Officer and will work closely with other senior officers of the Company.
3. The Employment Agreement shall be amended to reflect that Executive’s Base Salary, Cash Incentive Compensation and Equity Awards are as follows effective as of April 1, 2024:
| · | The Base salary (annualized) set forth in the Employment Agreement shall be amended to $300,000, paid in accordance with the Company’s normal payroll procedures. |
| · | Executive’s target annual cash incentive compensation opportunity shall be amended to provide a target of 50% of his base salary. |
| · | Executive’s Equity Awards shall be amended to provide a grant of equity awards with an aggregate value of $200,000 pursuant to the Company’s 2021 Omnibus Equity Compensation Plan and applicable equity award agreements for such awards. |
4. All other provisions of the Employment Agreement, which have not been explicitly amended herein, remain in full force and effect, including the other terms and conditions related to Executives Base Salary, Cash Incentive Compensation and Equity Awards, and Executive agrees to abide by the same.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to Employment Agreement as of the dates set forth below.
| TILE SHOP HOLDINGS, INC. | ||
| By: | /s/ Cabell Lolmaugh | |
| Name: | Cabell Lolmaugh | |
| Title: | Chief Executive Officer | |
| Date: | March 18, 2024 | |
| MARK DAVIS | |
| /s/ Mark B. Davis | |
| Date: March 18, 2024 |
2
Cover |
Mar. 18, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Mar. 18, 2024 |
| Entity File Number | 001-35629 |
| Entity Registrant Name | TILE SHOP HOLDINGS, INC. |
| Entity Central Index Key | 0001552800 |
| Entity Tax Identification Number | 45-5538095 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 14000 Carlson Parkway |
| Entity Address, City or Town | Plymouth |
| Entity Address, State or Province | MN |
| Entity Address, Postal Zip Code | 55441 |
| City Area Code | 763 |
| Local Phone Number | 852-2950 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.0001 par value |
| Trading Symbol | TTSH |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |