8-K

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 4, 2016

FRED'S, INC.

(Exact Name of Registrant as Specified in Charter)

Commission File Number 001-14565

Tennessee (State or Other Jurisdiction of Incorporation) 62-0634010 (I.R.S. Employer Identification No.)

4300 New Getwell Road, Memphis, Tennessee 38118

(Address of principal executive offices)

(901) 365-8880

Registrant's telephone number, including area code

Not Applicable

(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:

☐	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))

ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

Fred’s, Inc. has announced that it has named Rick J. Hans (60) as the Company's Chief Financial Officer, effective April 4, 2016. Hans brings to Fred's more than 25 years of experience in small-box general merchandising and healthcare services. Most recently, he served as the Vice President of Investor Relations and Finance at Walgreens Co. Prior to his role as Vice President, Mr. Hans was a Director of Finance and Assistant Treasurer.

In connection with his employment with Fred’s, Inc., Mr. Hans will earn an annual base salary of $350,000, increasing to $400,000 in fiscal year 2016 pending performance and relocation requirements. Mr. Hans will also participate in the Company’s annual incentive plan, which has both cash and equity components. During the first year of the Agreement, Mr. Hans will be eligible to receive a minimum cash incentive bonus equal to 42% of his base salary and restricted shares equal to $112,000, each based upon the achievement of performance targets and pre-defined goals. Upon joining the Company, Mr. Hans also received a combination of restricted shares and stock options valued at approximately $500,000 on the date of the grant, April 4, 2016. Restrictions will lapse ratably over a four year period beginning on the first day of the second year of employment.

There are no family relationships between Rick Hans and any other officer or director of the Company. He has not participated in any transactions with the Company that, in the aggregate, exceed $120,000.

ITEM 8.01. OTHER EVENTS.

On April 4, 2016 the Company announced that it has named Rick J. Hans Chief Financial Officer of the Company. The full text of the press release announcing Mr. Hans’ appointment to Chief Financial Officer is set forth in Exhibit 99.1 to this report and is incorporated herein by reference. The information in this report, including the exhibit attached hereto, is furnished pursuant to Item 2.02 and shall He not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

99.1 Press Release issued by Fred's, Inc., dated April 4, 2016.

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.

	FRED'S, INC.
	(Registrant)
Date: April 7, 2016	By:	/s/ Jerry A. Shore
		Jerry A. Shore
		Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description of Exhibit(s)
99.1	Copy of press release issued by Fred's, Inc. on April 4, 2016.

EX-99.1

	Contact: Jerry A. Shore Chief Executive Officer (901) 362-3733, Ext. 2217
4300 New Getwell Road, Memphis, Tennessee 38118

Fred's names Rick Hans executive vice president

and Chief Financial Officer

MEMPHIS, Tenn. (April 4, 2016) – Fred's Inc. (NASDAQ: FRED) today announced that it has named Rick Hans Executive Vice President and Chief Financial Officer of the Company. He fills the position left open when Jerry A. Shore, formerly Fred's Chief Financial Officer, was promoted to Chief Executive Officer in October 2014.

Commenting on the announcement, Shore said, "We are very pleased to announce that Rick Hans has joined our company as Executive Vice President and Chief Financial Officer. Rick brings a broad background and deep understanding of our total business, which will allow us to better align shareholder value with the potential of our operations. One of our key initiatives for almost two years now has been to improve the talent throughout our organization, using a balanced approach of hiring of new leadership with strong industry expertise together with developing and promoting existing team members. This initiative has brought to Fred's differing skills and perspectives that strengthen our capabilities and help us continue driving towards sustainable growth and profitability. The addition of Rick to our team greatly advances the success we have achieved with our talent initiative."

Prior to joining Fred's, Hans enjoyed a 27-year career with Walgreen Co. in Deerfield, Illinois. Most recently, he served as Vice President of Investor Relations and Finance. Hans previously held the position of Director of Finance and Assistant Treasurer, where he promoted a sound capital structure that subsequently provided the basis for major strategic acquisitions. Hans also held roles as Real Estate Manager and Senior Real Estate Manager, where he was responsible for the development of more than 250 Walgreen drugstores. He joined Walgreens in 1987 as a financial analyst.

Hans received first place recognition by Institutional Investor magazine in 2013 as the Retailing/Food & Drug Chains sector's "Best Investor Relations Professional," nominated by the "buy side" of Wall Street, and in 2012, the magazine recognized him as the sector's "Best Investor Relations Professional," nominated by the "sell side." Hans earned a bachelor's degree in geology from the University of Wisconsin, a master's degree in materials science and engineering from the University of Texas and a master's degree in business administration from the University of Notre Dame. Rick is also a Chartered Financial Analyst (a CFA charterholder).

Fred's, Inc. and subsidiaries operate 659 discount general merchandise stores and three specialty pharmacy-only locations in 15 states in the southeastern United States. Included in the store count are 18 franchised locations. Also, there are 372 full service pharmacy departments located within Fred's stores, including five franchised locations. For more information about the Company, visit Fred's website at www.fredsinc.com.

-MORE- 

FRED'S Names Rick Hans EVP and CFO

Page 2

April 4, 2016 

Comments in this news release that are not historical facts are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. A reader can identify forward-looking statements because they are not limited to historical facts or they use such words as "outlook," "guidance," "may," "should," "could," "believe," "anticipate," "plan," "expect," "estimate," "forecast," "goal," "intend," "committed," "continue," or "will likely result" and similar expressions that concern the Company's strategy, plans, intentions or beliefs about future occurrences or results. These risks and uncertainties include, but are not limited to, those associated with the Company's announced strategic plan, the ultimate terms of the reworked pharmacy distribution agreement, lease buyouts and the underlying assumptions and projections upon which they are based, as well as risks that intended results may not be achieved or may not occur as quickly as expected; the success of announced acquisition activities and future growth trends in businesses acquired; general economic trends; changes in consumer demand or purchase patterns; delays or interruptions in the flow of merchandise between the Company's distribution centers and its stores or between the Company's suppliers and same; a disruption in the Company's data processing services; cyber-security threats; costs and delays in acquiring or developing new store sites; and the factors listed under "Risk Factors" in the Company's most recent Annual Report on Form 10-K and any subsequent quarterly filings on Form 10-Q filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date made. Fred's undertakes no obligation to release revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unforeseen events, except as required to be reported under the rules and regulations of the Securities and Exchange Commission.

-END-