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): February 24, 2020
THE LOVESAC COMPANY
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-38555 | 32-0514958 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
Two Landmark Square, Suite 300
Stamford, Connecticut 06901
(Address of Principal Executive Offices, and Zip Code)
(207) 273-9733
Registrant’s Telephone Number, Including Area Code
(Former Name or Former Address, if Changed Since Last Report)
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 $0.00001 per share | LOVE | The NASDAQ Stock Market LLC |
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 (see General Instruction A.2. below):
| ☐ | Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communication 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Appointment and Resignation of Director
On February 25, 2020 (the “Effective Date”), the board of directors (the “Board”) of The Lovesac Company (the “Company”) appointed Mary Fox to its Board. In addition, Ms. Fox was appointed as a member of the Compensation Committee, also as of the Effective Date.
In connection with her election to the Board, the Company entered into an offer letter with Ms. Fox, pursuant to which she was granted an award of 9,768 restricted stock units of the Company’s common stock (“RSUs”). 4,884 of the RSUs issued to Ms. Fox will vest on her one-year anniversary of the grant date and 4,884 of the RSUs will vest 50% on the one-year anniversary of the grant date and 50% on the two-year anniversary of the grant date, subject to Ms. Fox’s continued service on the Board on the vesting date. The equity award is subject to the terms and conditions of the Company’s Amended and Restated 2017 Equity Incentive Plan and the related equity award agreement, a copy of which has been filed as Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 4, 2019. Furthermore, in accordance with the Company’s Non-Employee Director Compensation Policy, Ms. Fox is also entitled to additional cash compensation for her service on the Board and its committees.
There is no arrangement or understanding between Ms. Fox and any other person pursuant to which Ms. Fox was elected as a director of the Company. There are no family relationships between Ms. Fox and any director or executive officer of the Company, and, other than as described above, no transactions involving Ms. Fox that would require disclosure under Item 404(a) of Regulation S-K.
On February 24, 2020, Jared Rubin notified the Board of his resignation as a member of the Board, effective as of the Effective Date. Mr. Rubin also resigned as a member of the Company’s Audit Committee. Mr. Rubin’s decision to resign was not a result of a disagreement between the Company, the Board or its management and Mr. Rubin relating to the Company’s operations, policies or practices. The Company thanks Mr. Rubin for his contributions to the Board during his tenure as a director.
| Item 7.01 | Regulation FD Disclosure. |
On February 25, 2020, the Company, issued a press release (the “Press Release”) announcing the appointment of Ms. Fox and the resignation of Mr. Rubin. A copy of the Press Release is attached to this current report on Form 8-K as Exhibit 99.1.
The information hereunder and Exhibit 99.1 hereto shall be deemed “furnished” and not “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit |
Description | |
| 99.1 | Press release, dated February 25, 2020. |
1
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.
| THE LOVESAC COMPANY | |||
| Date: February 25, 2020 | By: | /s/ Donna Dellomo | |
| Name: | Donna Dellomo | ||
|
Title: |
Executive Vice President and Chief Financial Officer | ||
2
Exhibit 99.1
The Lovesac Company Appoints Mary Fox to Its Board of Directors
STAMFORD, Conn., February 25, 2020 (GLOBE NEWSWIRE) -- The Lovesac Company (Nasdaq:LOVE) today announced that Mary Fox has been appointed to the company's board of directors, effective February 25, 2020.
Since 2018, Ms. Fox has served as General Manager for North America Consumer Products at BIC (OTCMKTS: BICEF). Prior to joining BIC, she spent six years at L’Oréal (OTCMKTS: LRLCF) in various roles within Ecommerce, New Business Development, and Business Transformation in the United States. Before L’Oréal, Ms. Fox held several leadership positions at Walmart (NYSE: WMT) in both the United States and International divisions. During her time as SVP Global Sourcing at Walmart, Ms. Fox co-founded the Sustainable Apparel Coalition (SAC) in 2009 with Patagonia, which is now the leading apparel, footwear, and textile coalition focused on sustainable production with over 10,000 members.
Andrew Heyer, chairman of the board of directors, stated, “We are pleased to welcome Mary to our board. She is a seasoned global executive with more than 24 years of experience working with consumer goods companies and a diverse background that includes serving in a range of roles across ecommerce, merchandising, operations, global brand management, and mergers and acquisitions.”
Heyer continued, “Importantly, Mary’s work in the area of sustainability will be a great asset to Lovesac, bolstering the company’s already strong commitment to sustainability and it’s Designed for Life philosophy that is foundational to its product innovation and supply chain strategies. We look forward to benefitting from her expertise as we continue to drive brand awareness and capitalize on the significant market share opportunity we see for Lovesac.”
Mary Fox commented, “I’m honored to be joining The Lovesac Company’s board of directors. I admire Lovesac’s differentiated offering and disruptive business model complemented by its effective marketing strategies and multi-channel approach to growth. I look forward to working with the board and management to help guide the future of Lovesac as the team focuses on executing its growth strategy and expanding the company’s market share.”
Ms. Fox graduated from Coventry University in the United Kingdom, and holds a degree in manufacturing, engineering and business studies.
The Company also announced today that Jared Rubin has resigned from its board of directors. As a result, the number of directors will remain at seven.
Heyer concluded, “We thank Jared for his contributions to Lovesac as a board member. We are extremely grateful for his guidance and leadership.”
About The Lovesac Company
Based in Stamford, Connecticut, The Lovesac Company is a direct-to-consumer specialty furniture brand with 91 retail showrooms supporting its ecommerce delivery model. Lovesac’s name comes from its original Durafoam filled beanbags called Sacs. The company derives a majority of its current sales from its proprietary platform called Sactionals, a washable, changeable, reconfigurable, and FedEx-shippable solution for large upholstered seating. Founder and CEO, Shawn Nelson’s, Designed for Life philosophy emphasizes sustainable products that are built to last a lifetime and designed to evolve with the customer’s needs, providing long-term utility and ultimately reducing the amount of furniture discarded into landfills.
Investor Contact:
Rachel Schacter, ICR
(203) 682-8200
InvestorRelations@lovesac.com