UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-KCURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 13, 2011
THE JONES GROUP INC.
|
Pennsylvania (State or Other Jurisdiction of Incorporation) |
1-10746 (Commission File Number) |
06-0935166 (IRS Employer Identification No.) |
| 1411 Broadway New York, New York 10018 (Address of principal executive offices) |
||
| (212) 642-3860
(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 Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.
On July 13, 2011, the Board of Directors (the "Board") of The Jones Group Inc. ("Jones") increased the number of directors from eight to 11 and elected John D. Demsey, Jeffrey D. Nuechterlein and Ann Marie Wilkins as new directors. Mr. Demsey has been appointed to serve on the Board's Compensation Committee, Mr. Nuechterlein has been appointed to serve on the Board's Audit Committee, and Ms. Wilkins has been appointed to serve on the Board's Nominating/Corporate Governance Committee. They will participate in Jones' standard non-management director compensation program, which is described in Jones' most recent proxy statement, filed with the Securities and Exchange Commission on April 15, 2011, under the caption, "Corporate Governance - Director Compensation and Stock Ownership Guidelines," which portion of such proxy statement is incorporated herein by reference.
Jones issued a press release on July 13, 2011 announcing the election of Mr. Demsey, Mr. Nuechterlein and Ms. Wilkins, which is attached hereto as Exhibit 99.1 and furnished herewith.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description |
| 99.1 | Press Release of the Registrant dated July 13, 2011. |
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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.
| THE JONES GROUP INC. (Registrant) By: /s/ Ira M. Dansky |
Date: July 13, 2011
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Exhibit Index
| Exhibit No. | Description |
| 99.1 | Press Release of the Registrant dated July 13, 2011. |
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EXHIBIT 99.1
For Immediate Release
The Jones Group Inc.
Investors:
John T. McClain, CFO
(212) 703-9189
Media:
Joele Frank and Annabelle Rinehart
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
The Jones Group Enhances Board of Directors with Election
of Three Directors -
John D. Demsey, Jeffrey D. Nuechterlein and Ann Marie C. Wilkins
NEW YORK- July 13, 2011 - The Jones Group Inc. ("Jones" or the "Company") (NYSE: JNY) today announced the election of John D. Demsey, Jeffrey D. Nuechterlein and Ann Marie C. Wilkins to its Board of Directors, effective immediately. With the addition of these three new Directors, Jones' Board of Directors has expanded to eleven members, eight of whom are independent. As new members of Jones' annually elected Board of Directors, Demsey, Nuechterlein and Wilkins will stand for re-election at next year's annual meeting of stockholders.
Sidney Kimmel, The Jones Group Founder and Chairman of the Board of Directors, said: "We are delighted that these three thought leaders have agreed to bring their expertise to our Board. Their diverse backgrounds and combined expertise are ideal complements to our existing Directors' proven capabilities. We look forward to benefiting from the new perspectives and knowledge they will bring to the Company."
Wesley R. Card, The Jones Group Chief Executive Officer, said: "We are pleased to welcome John, Jeffrey and Ann Marie to our Board of Directors. They each have had highly distinguished careers and will bring valuable financial, strategic and marketing insight to our Board. We look forward to benefiting from our new Directors' contributions as we expand our international presence, develop and build our brands and continue to position Jones for future growth and success."
Effective immediately, Mr. Demsey will serve on the Compensation Committee of the Board of Directors; Mr. Nuechterlein will serve on the Audit Committee of the Board of Directors; and Ms. Wilkins will serve on the Nominating/Corporate Governance Committee of the Board of Directors.
John D. Demsey
Mr. Demsey, 55, has been Group President of The Estée Lauder Companies Inc.
since July 2006. In this role, he oversees the following brands - Estée Lauder,
M.A.C Cosmetics, Tom Ford Beauty, Prescriptives, Bobbi Brown, Jo Malone, La Mer
and Smashbox Cosmetics. He had previously served as Global Brand President of
Estée Lauder and M.A.C from 2005 to 2006 and as President and Managing Director
of M.A.C from 1998 to 2005. From 1991 to 1998, Mr. Demsey held several positions
with Estée Lauder, including Senior Vice President of Sales and Education for
Estée Lauder USA and Canada. Prior to joining Estée Lauder, Mr. Demsey was Vice
President of Sales with the Specialty Division of Revlon, Inc. from 1988 to
1991. He previously held various positions with Benetton Group Spa, Saks Fifth
Avenue Inc., Bloomingdale's Inc. and Macy's, Inc. Mr. Demsey serves as Chairman
of the M.A.C AIDS Fund. Mr. Demsey is a graduate of Stanford University and
holds an M.B.A. from Leonard N. Stern School of Business at New York University.
Jeffrey D. Nuechterlein
Mr. Nuechterlein, 53, founded Isis Capital LLC, a venture capital and hedge fund
in Alexandria, Virginia, in 2000 and has been its Managing Partner since its
formation. From 1997 until 2000, he served as Managing Director and Chief
Investment Officer, Pension Fund Investments, at National Gypsum Company. Prior
to joining National Gypsum Company, Mr. Nuechterlein was Senior Counsel to the
U.S. Trade Representative from 1995 until 1996. He had previously practiced law
with Dewey Ballantine, LLP from 1992 until 1995, served as Special Assistant for
Policy to the Governor of Virginia from 1990 to 1991, and served as Counsel to
the U.S. Senate's Judiciary Subcommittee on Technology from 1989 until 1990. Mr.
Nuechterlein serves on the Board of Trustees of Chesapeake Lodging Trust, where
he is a member of the Nominating and Corporate Governance Committee. He also
serves on the Boards of Trustees of The College Foundation at the University of
Virginia, The Potomac School in McLean, Virginia and the Classical American
Homes Preservation Trust in New York, and is a member of the Council on Foreign
Relations in New York. Mr. Nuechterlein received his B.A. and J.D. from the
University of Virginia, and his M.A. and D. Phil. from Oxford University.
Ann Marie C. Wilkins
Ms. Wilkins, 58, founded Wilkins Management, Inc., an entertainment management
company in Cambridge, Massachusetts, in 1986 and has served as its Chief
Executive Officer and President since its formation. In 2001, Ms. Wilkins
co-founded Marsalis Music, an independent jazz record company, for which she has
served as a senior adviser and director since its founding. Prior to founding
Wilkins Management, Ms. Wilkins was employed as an attorney with Arnold & Porter
and as an accountant with KPMG LLP. Ms. Wilkins serves as Chairman of the Board
of New Orleans Habitat Musicians' Village, Inc. and also serves on the Board of
Trustees of the Berklee College of Music, the Board of Overseers of The
Cambridge Community Foundation and the Board of Directors of Music Education
Initiative, Inc. Ms. Wilkins received both her B.Sc. and M.B.A. degrees from
Cornell University, and she earned a J.D. from Harvard Law School.
About The Jones Group Inc.
The Jones Group Inc. (www.jonesgroupinc.com) is a leading global designer,
marketer and wholesaler of over 35 brands with best-in-class product expertise
across five divisions: apparel, footwear, jeanswear, jewelry and handbags. The
Jones Group has a reputation for innovation, excellence in product quality and
value, operational execution and talent. The Company also markets directly to
consumers through branded specialty retail and outlet stores and through its
e-commerce sites.
The Company's internationally recognized brands and licensing agreements (L) include: Nine West, Jones New York, Anne Klein, Kurt Geiger, Rachel Roy (L), Robert Rodriguez, Robbi & Nikki, Stuart Weitzman, B Brian Atwood (L), KG by Kurt Geiger, Boutique 9, Easy Spirit, Carvela, Gloria Vanderbilt, l.e.i., Bandolino, Enzo Angiolini, Nine & Co., GLO, Joan & David, Miss KG, Jones Wear, Andrew Marc/Marc Moto (L), Kasper, Energie, Evan-Picone, Le Suit, Mootsies Tootsies, Grane, Erika, Napier, Jessica Simpson (L), Dockers (L), Sam & Libby, Givenchy (L), Judith Jack, Albert Nipon and Pappagallo.
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