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): April
17, 2019
PIER 1 IMPORTS, INC.
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware |
001-07832 |
75-1729843 |
|
(State or Other Jurisdiction of |
(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.
Departure of Executive Vice President and Chief Financial Officer and Principal Financial Officer of the Company, Nancy A. Walsh:
Nancy A. Walsh, Executive Vice President and Chief Financial Officer and Principal Financial Officer of Pier 1 Imports, Inc. (the “Company”), is leaving the Company effective April 17, 2019. As of the date of this Current Report on Form 8-K, the Company and Ms. Walsh had not yet finalized the terms of her separation from service with the Company. Ms. Walsh’s departure was not related to a disagreement with the Company over any of its financial disclosures, accounting policies or practices, or operations.
Appointment of Interim Principal Financial Officer of the Company, Darla D. Ramirez:
Effective April 17, 2019, Darla D. Ramirez, age 57, Vice President and Controller of the Company’s operating subsidiaries and the Company’s Principal Accounting Officer, has been appointed Interim Principal Financial Officer of the Company. Ms. Ramirez has served as the Company’s Principal Accounting Officer since January 2011. From October 4, 2017 through January 24, 2018, she also served as Interim Chief Financial Officer of the Company.
The selection of Ms. Ramirez to serve as Interim Principal Financial Officer of the Company was not pursuant to any agreement or understanding between her and any other person. There are no transactions between the Company and Ms. Ramirez that would be reportable under Item 404(a) of SEC Regulation S.K. In addition, the Company has determined that there are no family relationships between Ms. Ramirez and any director or executive officer of the Company.
Item 7.01 Regulation FD Disclosure.
On April 17, 2019, the Company issued a press release announcing the management changes described in this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the press release is deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall press release, or any of the information contained therein, be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 8.01 Other Events.
Effective April 17, 2019, Deborah Rieger-Paganis has been appointed Interim Chief Financial Officer of the Company. Ms. Rieger-Paganis, age 63, is employed as a managing director of AlixPartners, LLP, a global consulting firm, and will continue in that capacity while serving as Interim Chief Financial Officer of the Company. In her capacity as a managing director at AlixPartners, Ms. Rieger-Paganis has worked closely with the Company’s leadership team in a consulting capacity. Ms. Rieger-Paganis has more than 30 years of experience leading and improving retail companies’ finance organizations and business operations, including her 17 years at AlixPartners, where she has served as both an advisor and an interim chief financial officer to a range of companies.
On April 17, 2019, the Company entered into an agreement for the provision of interim management services (the “APS Agreement”) with AP Services, LLC (“APS”), pursuant to which Ms. Rieger-Paganis will serve as Interim Chief Financial Officer of the Company. The APS Agreement provides that APS will make Ms. Rieger-Paganis available to serve as Interim Chief Financial Officer of the Company and the Company will pay APS $50,000 per week, plus reasonable out-of-pocket expenses, for Ms. Rieger-Paganis’ services. The APS Agreement also provides for the indemnification of APS and its affiliates and its and their partners, directors, officers, employees and agents, including Ms. Rieger-Paganis, from and against all claims, liabilities, losses, expenses and damages arising out of or in connection with the engagement of APS contemplated by the APS Agreement. In addition, pursuant to the APS Agreement, Ms. Rieger-Paganis is to receive the benefit of the most favorable indemnification provisions provided by the Company to its directors, officers and any equivalently placed employees and is required to be included under the Company’s policy for liability insurance covering the Company’s directors, officers and any equivalently placed employees. Ms. Rieger-Paganis will not receive any compensation directly from the Company and is expected to continue to be employed and compensated by APS during the term of her service as Interim Chief Financial Officer.
AlixPartners, LLP (“AlixPartners”), an affiliate of APS, and the Company are parties to a letter agreement, dated January 14, 2019 and the addendums thereto (collectively, the “AlixPartners Consulting Agreement”), pursuant to which AlixPartners provides financial and operational consulting services to the Company on a per project basis, including the areas of liquidity management, treasury advice, revenue, margin and inventory analysis, identification of cost-cutting opportunities, promotion optimization, store footprint optimization and other financial and operational advice. The Company has paid and continues to pay AlixPartners for the services provided to the Company under the AlixPartners Consulting Agreement. It is expected that AlixPartners will continue to provide the Company with financial and operational consulting services on a per project basis for the immediate future.
Item 9.01 Financial Statements and Exhibits.
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Exhibit |
Description |
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Press Release issued by Pier 1 Imports, Inc. on April 17, 2019 |
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: |
April 17, 2019 |
By: |
/s/ Robert E. Bostrom |
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Robert E. Bostrom, Executive Vice President, |
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4
Exhibit 99.1
Pier 1 Appoints Deborah Rieger-Paganis as Interim Chief Financial Officer
Separately Reporting Fourth Quarter and Full-Year Fiscal 2019 Financial Results; Conference Call to be Held at 5:00 p.m. Eastern Time Today
FORT WORTH, Texas--(BUSINESS WIRE)--April 17, 2019--Pier 1 Imports, Inc. (NYSE:PIR) today announced that Deborah Rieger-Paganis will assume the role of Interim Chief Financial Officer, effective immediately. Her appointment follows Nancy Walsh’s departure from the Company.
Ms. Rieger-Paganis is employed as a managing director at global consulting firm AlixPartners. She has more than 30 years of experience leading and improving retail companies’ finance organizations and business operations, including 17 years at AlixPartners, where she has served as both an advisor and interim Chief Financial Officer to a range of companies, including Aritzia, Toms Shoes, Harris Interactive and Cirque du Soleil. Earlier in her career, she served as senior vice president of financial planning and analysis at MasterCard and as vice president of finance at Ann Taylor. Ms. Rieger-Paganis holds a bachelor’s of science in accounting from the State University of New York at Albany and is licensed as a certified public accountant in New York. She will continue in her capacity at AlixPartners while serving as Interim Chief Financial Officer of Pier 1.
“Deb has a wealth of finance, retail industry and turnaround experience, and we are pleased to have her join the Pier 1 team,” said Cheryl Bachelder, Interim Chief Executive Officer. “Deb has worked closely with the leadership team in a consulting capacity in recent months, and I am confident her expertise will continue to be a valuable asset in leading our finance organization. On behalf of Pier 1, I thank Nancy for her contributions and wish her well in her future endeavors.”
Ms. Bachelder continued, “In recent weeks, we have built a fiscal 2020 plan to reset our cost structure and rebuild momentum in the business. We have put in place a capable senior leadership team to execute this go-forward plan. Together we are excited to revitalize this iconic Pier 1 brand.”
Ms. Rieger-Paganis said, “I look forward to working closely with Cheryl and the rest of the management team as we continue to focus on Pier 1’s priorities for fiscal 2020. Over the past four months, Pier 1 has been building more structure and rigor into the planning processes across key areas of the business and operations. I am committed to instilling financial discipline across the organization as we work to drive a successful turnaround and create value for shareholders over the long term.”
Pier 1 also announced that Darla D. Ramirez, Vice President and Controller of the Company’s operating subsidiaries and the Company’s Principal Accounting Officer, was appointed Interim Principal Financial Officer. Ms. Ramirez has served as the Company’s Principal Accounting Officer since January 2011 and served as the Company’s Interim Chief Financial Officer from October 4, 2017, through January 24, 2018.
Pier 1 separately reported its fourth quarter and full year fiscal 2019 financial results today. The Company will hold a conference call to discuss its fourth quarter and full year fiscal 2019 financial results at 4:00 p.m. Central Time/5:00 p.m. Eastern Time on Wednesday, April 17, 2019. A live audio webcast will be accessible at the Company’s website at https://investors.pier1.com. The call can also be accessed domestically at (866) 378-2926 and internationally at (409) 350-3152, conference ID 3193662.
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 the organizational redesign of the Company’s corporate workforce; the impact of initiatives implemented in connection with the Company’s multi-year “New Day” strategic plan, particularly with respect to changes in the initiatives supporting the New Day plan and actions intended to return the Company to profitable growth; the impact of initiatives connected with the appointment of the Company's interim chief executive officer; fiscal 2020 action plans and expense reduction initiatives; the results of the evaluation of strategic alternatives and the terms, value and timing of any transaction resulting from that process, or the failure of any such transaction to occur; 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 increase cash flows to support its operating activities; the effectiveness of the Company's relationships with, and operations of, its key suppliers; the Company’s ability to implement planned cost control measures and reductions in capital expenditures; risks related to U.S. import policy, particularly with regard to the impact of tariffs on goods imported from China and strategies undertaken to mitigate such impact; changes in foreign currency values relative to the U.S. dollar; the Company's ability to identify a successor chief executive officer and chief financial officer and retain its senior management team; and the Company's ability to comply with the continued listing criteria of the NYSE, and risks arising from the potential suspension of trading of the Company's common stock on that exchange. 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, its Quarterly Report on Form 10-Q for the quarterly period ended December 1, 2018 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, except as may be required by applicable law.
About Pier 1
Founded with a single store in 1962, Pier 1 is a leading omnichannel retailer of unique home décor and accessories. The company’s products are available through more than 970 Pier 1 stores in the U.S. and Canada and online at pier1.com. For more information or to find the nearest store, please visit pier1.com.
CONTACT:
Christine Greany
The Blueshirt Group
(858) 523-1732
christine@blueshirtgroup.com