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)
June 8, 2018
DAVIDsTEA Inc.
(Exact name of registrant as specified in charter)
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Canada |
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001-37404 |
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98-1048842 |
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(State or Other Jurisdiction |
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(Commission File Number) |
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(I.R.S. Employer |
5430 Ferrier
Town of Mount-Royal,
Québec, Canada
(Address of Principal Executive Offices)
H4P 1M2
(Zip Code)
(888) 837-0006
(Registrant’s telephone number, including area code)
Not Applicable
(Former name of 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))
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 x
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. x
Item 7.01 Regulation FD Disclosure.
On June 8, 2018, DAVIDsTEA Inc. issued a press release reminding DAVIDsTEA shareholders to vote ahead of the company’s 2018 Annual General Meeting. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information presented under Item 7.01 in this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
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Exhibit No. |
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Description |
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99.1 |
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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.
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DAVIDsTEA Inc. | |
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By: |
/s/ Joel Silver |
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Name: |
Joel Silver |
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Title: |
President and Chief Executive Officer |
Date: June 8, 2018
DAVIDsTEA REMINDS SHAREHOLDERS TO VOTE FOR THE MANAGEMENT DIRECTOR NOMINEES ON THE YELLOW PROXY BEFORE JUNE 12 VOTING CUT OFF
Shareholders urged to vote TODAY on the YELLOW proxy for the management director nominees
MONTREAL, June 8, 2018 (GLOBE NEWSWIRE) — DAVIDsTEA Inc. (Nasdaq: DTEA) today reminded its shareholders to vote their shares for the election of directors at the company’s upcoming Annual General Meeting before the voting cut off on Tuesday, June 12, 2018 at 5:00 p.m. ET. DAVIDsTEA will host its Annual General Meeting at 9:30 a.m. ET on June 14, 2018 in Montreal, QC.
DAVIDsTEA reminds shareholders of the following as they consider their vote in this important election:
1. Your vote counts, no matter how many or few shares you own.
2. DAVIDsTEA’s other significant shareholders support the management director nominees. For example, on June 7, TDM Asset Management sent a letter to the dissident director nominees expressing frustration with Mr. Segal’s behavior while he was a member of the board. You can read a copy of the full letter here.
3. DAVIDsTEA’s renewed board has the right mix of skills, experience, perspective and independence to oversee the management of DAVIDsTEA and reflect the interests of ALL shareholders.
4. Mr. Segal only left the DAVIDsTEA board in early March and was a key contributor to many of the company’s recent challenges. It is misleading for him to suggest otherwise.
5. The two leading independent corporate governance advisory firms — ISS and Glass Lewis & Co. — recommend shareholders vote “FOR” the management director nominees.
6. DAVIDsTEA has presented a clear, detailed plan to improve performance and meet the evolving needs of our customers. Mr. Segal has not.
7. Mr. Segal wants to control the company. He once considered buying it, and he is now trying to take control of the board with his hand-picked slate of directors without paying a premium to the remaining shareholders.
DAVIDsTEA urges shareholders, no matter how many shares they own, to vote the YELLOW Proxy or Voting Information Form today to support the DAVIDsTEA director nominees. It is critical that shareholders continue to cast their vote FOR management’s director nominees and support a board that will be truly independent and act in the best interests of ALL shareholders, not just the interests of Mr. Segal.
Shareholders are encouraged to visit the DAVIDsTEA’s website to read the Management Information Circular and presentation for a complete understanding of the company’s strategy and the relevant experience of the DAVIDsTEA nominees. The Circular, presentation and instructions on how to vote are publicly available on DAVIDsTEA’s website at http://2018meeting.davidstea.com and on SEDAR (www.sedar.com).
Vote by Tuesday, June 12 at 5 p.m. (Eastern Time)
Time is short. Vote today in support of the DAVIDsTEA nominees by voting using only the YELLOW Proxy or Voting Instruction Form well in advance of the proxy deadline. Disregard any Blue proxy or voting instruction form that you may receive from Rainy Day Investments Ltd.
For questions or voting assistance, please contact Laurel Hill Advisory Group at 1-877-452-7184 toll free (416-304-0211 collect) or by email at assistance@laurelhill.com.
Forward-Looking Statements
This press release includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. These forward-looking statements address various matters including management’s beliefs and plans regarding the dissident shareholder’s plans for the Company. Actual events may differ materially from these expectations due to risks and uncertainties including the risks of undertaking a public strategic process, the risks of a public proxy contest as well as other risks set forth in the Company’s Annual Report on Form 10-K dated April 19, 2018, which is and filed with the Securities and Exchange Commission on EDGAR (accessible at www.sec.gov/edgar.shtml) and SEDAR (accessible at www.sedar.com). If one or more of these risks or uncertainties materialize, or if any of the Company’s assumptions prove incorrect, the Company’s actual results may vary in material respects from those projected in these forward-looking statements. Any forward-looking statement made by the Company in this release speaks only as of the date on which the Company makes it. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.
About DAVIDsTEA
DAVIDsTEA is a retailer of specialty tea, offering a differentiated selection of proprietary loose-leaf teas, pre-packaged teas, tea sachets and tea-related gifts, accessories and food and beverages, primarily through 240 company-operated DAVIDsTEA stores throughout Canada and the United States as of February 3, 2018, and its website, davidstea.com. The Company is headquartered in Montréal, Canada.
Shareholder Questions
Shareholders who have questions or require voting assistance may contact DAVIDsTEA’s proxy agent at:
Laurel Hill Advisory Group
Toll free in North America: 1 (877) 452-7184
(1 (416) 304-0211 outside North America)
assistance@laurelhill.com
Media Contact
Edelman
Nina Godard
(416) 455-6324
nina.godard@edelman.com