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): September
25, 2018
PIER 1 IMPORTS, INC.
(Exact
Name of Registrant as Specified in Charter)
|
DELAWARE |
001-07832 |
75-1729843 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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100 Pier 1 Place Fort Worth, Texas |
76102 |
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(Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s Telephone Number, Including Area Code 817-252-8000
N/A
(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 (see General Instruction A.2. below):
⃞ 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))
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 ☐
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.
(d) On September 25, 2018, the Board of Directors (the “Board”) of Pier 1 Imports, Inc. (the “Company”) elected Katherine M. A. (“Allie”) Kline as a member of the Board, effective immediately. Ms. Kline will serve on the Board’s Compensation Committee.
Ms. Kline most recently served as Chief Marketing and Communications Officer for Oath Inc., a subsidiary of Verizon Communications, Inc., where she was responsible for all consumer and B2B marketing, external and internal communications, brand strategy and creative, and corporate citizenship and cause marketing from 2017 to July 2018. She also served as the head of MAKERS, Oath’s prominent womens media brand. From 2013 to 2017, Ms. Kline held the position of Chief Marketing and Communications Officer for AOL, prior to and following Verizon’s acquisition of the company in 2015. From 2011 to 2012, Ms. Kline held the position of Chief Marketing Officer for 33across, a leading data and analytics company in the digital advertising space. Prior to that, from 2008 to 2011, Ms. Kline held the position of Vice President, Marketing for Brand Affinity Technologies, a digital sports and celebrity endorsement marketing platform.
Ms. Kline will receive annual compensation commensurate with that received by the Company’s other non-employee directors as described in the Pier 1 Imports, Inc. Non-Employee Director Compensation Plan, as amended June 26, 2018, which was filed with the Securities and Exchange Commission (“SEC”) as Exhibit 10.8.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 3, 2018, which description is incorporated by reference herein. In connection with her election, Ms. Kline was granted 41,666 restricted stock units under the Company's 2015 Stock Incentive Plan, as amended, which will vest in full on the first anniversary of the date of grant. The Company will enter into a standard director indemnity agreement with Ms. Kline, a form of which was filed with the SEC as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 26, 2011.
Item 7.01 Regulation FD Disclosure.
On September 27, 2018, the Company issued a press release announcing the election of Katherine M. A. (“Allie”) Kline to the Board of Directors. A copy of this press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
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(d) |
Exhibits. |
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Exhibit No. |
Description |
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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.
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PIER 1 IMPORTS, INC. |
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| Date: |
September 27, 2018 |
By: |
/s/ Michael A. Carter |
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Michael A. Carter, Executive Vice President Compliance and |
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General Counsel, Secretary |
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Exhibit 99.1
Pier 1 Appoints Brand Marketing Veteran Allie Kline to Board of Directors
FORT WORTH, Texas--(BUSINESS WIRE)--September 27, 2018--Pier 1 Imports, Inc. (NYSE:PIR) today announced the appointment of Katherine M. A. (“Allie”) Kline to the Company’s Board of Directors, effective immediately. Ms. Kline will also serve as a member of the Board’s Compensation Committee.
“Allie brings 25 years of highly relevant marketing, branding, digital and communications experience to the Pier 1 Board, and we are delighted to welcome her as a new independent director,” said Alasdair James, President and CEO. “We are confident that Allie’s expertise across brand marketing and digital strategy, as well as her long track record serving women and millennial consumers, will add tremendous value as we implement our ‘New Day’ strategic plan and continue to focus on driving sustainable sales growth and long-term profitability.”
Ms. Kline most recently served as chief marketing and communications officer for Oath Inc., a subsidiary of Verizon Communications, Inc. consisting of more than 20 distinctive digital brands that reach approximately one billion consumers globally, including AOL, HuffPost, TechCrunch, Tumblr and Yahoo. During her tenure at Oath, Ms. Kline also served as the head of its prominent MAKERS division, a feminist media brand focused on female leadership. Prior to Oath, Ms. Kline was chief marketing and communications officer for AOL from 2013 to 2017. Previously, she held positions as chief marketing officer for 33across, a leading data and analytics company in the digital advertising space, and as vice president of marketing for Brand Affinity Technologies, a digital sports and celebrity endorsement marketing platform. Earlier in her career, Ms. Kline held digital media and marketing leadership positions with Launch Ideas, Unicast (acquired by Sizmek), InterVU (acquired by Akamai Technologies) and the Washington Wizards. Additionally, Ms. Kline previously chaired the Oath Foundation Board, was a member of the Executive Committee for the Internet Advertising Board of Directors, and served on the Board of The Female Quotient. She holds a B.S. in corporate communications from Ithaca College.
Ms. Kline stated, “Pier 1 is a beloved iconic brand, and I am excited to be joining the Board during this pivotal time for the Company. I share management’s passion for Pier 1’s strong brand heritage, omni-channel platform and loyal customer base, all of which provide an excellent foundation upon which to build. I look forward to joining my fellow directors in working with Alasdair and the leadership team as they execute against the ‘New Day’ plan to drive long-term growth and shareholder value.”
Financial Disclosure Advisory
Except for historical information contained herein, the statements in this press release or otherwise made by our management in connection with the subject matter of this press release are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) and involve risks and uncertainties and are subject to change based on various important factors. This press release includes forward-looking statements that are based on management’s current estimates or expectations of future events or future results. These statements are not historical in nature and can generally be identified by such words as “believe,” “expect,” “estimate,” “anticipate,” “plan,” “may,” “will,” “intend” and similar expressions. Management’s expectations and assumptions regarding future results are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements included in this press release. These risks and uncertainties include, but are not limited to: the impact of initiatives implemented in connection with the Company’s multi-year "New Day" strategic plan; the effectiveness of the Company’s marketing campaigns, merchandising and promotional strategies and customer databases; consumer spending patterns; inventory levels and values; the Company’s ability to implement planned cost control measures; risks related to U.S. import policy; and changes in foreign currency values relative to the U.S. dollar. These and other factors that could cause results to differ materially from those described in the forward-looking statements contained in this press release can be found in the Company’s Annual Report on Form 10-K and in other filings with the SEC. Refer to the Company’s most recent SEC filings for any updates concerning these and other risks and uncertainties that may affect the Company’s operations and performance. Undue reliance should not be placed on forward-looking statements, which are only current as of the date they are made. The Company assumes no obligation to update or revise its forward-looking statements.
About Pier 1 Imports
Pier 1 Imports is proud to offer one-of-a-kind-gotta-have-it-seriously-love-it products that help our customers tell their stories through home décor. Over the past 50 years we’ve grown from a single store to an omni-channel retailer reaching the whole of North America. Our customers shop us online and in store, and interact with us on social media. From the launch of our Pier 1 PICKS to our world renowned Papasan, we bring uniqueness and fun to the world of home décor. We are the perfect place for all your versions of “This is me.” To get inspired or simply get to know us a little better, visit pier1.com.
CONTACT:
The Blueshirt Group
Christine Greany, 858-523-1732
christine@blueshirtgroup.com