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): March 31, 2020

CHRISTOPHER & BANKS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-31390	06-1195422
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2400 Xenium Lane North, Plymouth, Minnesota	55441
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (763) 551-5000

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:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Class	Trading Symbol	Name of each exchange on which registered
Common stock, par value $.01 per share	CBKC	OTCQX

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company o

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. o

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)    

On March 30, 2020, in response to the hardships imposed upon the business of Christopher & Banks Corporation (the “Company”) by the COVID-19 pandemic, the Board of Directors (the “Board”) of the Company approved temporary salary reductions for the Company’s named executive officers, including a 20 percent salary reduction for Richard Bundy, Senior Vice President, Chief Financial Officer, and Andrea Kellick, Senior Vice President, Chief Merchandising Officer, effective retroactively on March 22, 2020, and until a determination by the Board to reinstate their salaries in full or in part, with such temporary salary reductions having no impact on any bonus or severance calculations. These reductions are aligned with 20 percent salary reductions for all of the Company’s employees effective March 22, 2020.

President and Chief Executive Officer Keri Jones agreed to a 50 percent reduction of her regular base salary effective April 5, 2020, and until a determination by the Board to reinstate her salary in full or in part. This agreement is memorialized in the Letter Agreement between the Company and Ms. Jones dated April 1, 2020 (the “Letter Agreement”). Along with the Company’s other named executive officers, Ms. Jones had previously agreed to a 20 percent salary reduction beginning March 22, 2020. In addition, the Letter Agreement clarifies that Ms. Jones’ Target Bonus, as defined in the Employment Agreement dated February 1, 2018 between the Company and Ms. Jones, and any severance payment due thereunder will be calculated based on Ms. Jones’ regular base salary, without regard to the temporary pay reduction set forth in the Letter Agreement.

A copy of the Letter Agreement is filed as Exhibit 10.1 to this report.  The description of the Letter Agreement set forth herein is subject in its entirety to the actual terms of the Letter Agreement set forth on Exhibit 10.1 to this report.

Item 7.01Regulation FD Disclosure.

The following information is being “furnished” in accordance with General Instruction B.2 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), except as expressly set forth by specific reference in such filing.

On March 31, 2020, Christopher & Banks Corporation (the “Company”) issued a press release providing a business update on COVID-19, including the temporary salary reductions disclosed above.

The press release issued on March 31, 2020 is furnished as Exhibit No. 99.1 to this Current Report on Form 8-K and should be read in conjunction with the registrant's reports on Forms 10-K and 8-K, and other publicly available information, which contain other important information about the registrant.

Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits:
	10.1 Letter Agreement between Christopher & Banks Corporation and Keri Jones, dated April 1, 2020.
	99.1 Press release issued by the Company March 31, 2020.

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SIGNATURE

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.

	CHRISTOPHER & BANKS CORPORATION
Date: April 1, 2020	By:	/s/ Richard Bundy
		Richard Bundy
		Senior Vice President, Chief Financial Officer

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

CHRISTOPHER & BANKS CORPORATION

EXHIBIT INDEX TO FORM 8-K

Date of Report:	Commission File No.:
March 31, 2020	001-31390

CHRISTOPHER & BANKS CORPORATION

Exhibit Number	Description
10.1	Letter Agreement between Christopher & Banks Corporation and Keri Jones, dated April 1, 2020.
99.1	Press release issued by the Company March 31, 2020.

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EX-10.1

Exhibit 10.1

Christopher & Banks Corporation

2400 Xenium Lane North

Plymouth, MN 55441

Re: Temporary Pay Reduction

Christopher & Banks Corporation:

Christopher & Banks Corporation (the “Company”) and I are parties to that certain Employment Agreement dated February 1, 2018 (the “Employment Agreement”). Notwithstanding Section 4.1 of the Employment Agreement, and in light of the extraordinary hardships imposed on the Company’s business by the COVID-19 pandemic, I voluntarily agree to decrease my regular base salary of $700,000 by 20 percent, effective retroactively as of March 22, 2020 through March 31, 2020. Furthermore, I voluntarily agree to decrease my regular base salary of $700,000 by 50 percent, effective as of April 5, 2020 and until a determination by the Board of Directors of the Company to reinstate my regular base salary in full or in part (the “Temporary Pay Reduction”).

My Target Bonus, as defined in the Employment Agreement, will continue to be calculated using my regular base salary, without regard to the Temporary Pay Reduction, as will any other incentive opportunities that are currently tied to my regular base salary.

Furthermore, in the event that I am terminated without cause prior to the full or partial reinstatement of my regular base salary, my severance payment, and any other related payments or benefits, will be calculated based on my regular base salary without reference to the Temporary Pay Reduction.

Sincerely,

/s/ Keri Jones

Keri Jones

Agreed and accepted:

Christopher & Banks Corporation

/s/ Kent Kleeberger

Kent Kleeberger

Board Chair

EX-99.1

Exhibit 99.1

2400 Xenium Lane North, Plymouth, MN 55441 ▪ (763) 551-5000 ▪ www.christopherandbanks.com

CHRISTOPHER & BANKS CORPORATION

PROVIDES BUSINESS UPDATE ON COVID-19

Minneapolis, MN, March 31, 2020 - Christopher & Banks Corporation (OTC: CBKC), a specialty women’s apparel retailer, today announced a second business update related to COVID-19.

Keri Jones, President and Chief Executive Officer, commented, “In response to the changing dynamics related to COVID-19, including prolonged store closures, we are taking proactive steps to conserve capital during this uncertain time. Over the past two years, we have developed and implemented numerous strategic initiatives to turnaround the business, which led to improved financial performance in the second half of fiscal 2019. The health and safety of our employees and customers remain a top priority and we are extremely grateful for the hard work and contributions of our entire team.”

The Company announced the following actions:

• Extension of temporary store closures until governing officials indicate it is safe to reopen.

• Corporate employees have been working from home for the past two weeks will continue to do so until further notice.

• Customers may continue to shop through the Company’s ecommerce website at ChristopherandBanks.com. The Company’s distribution center is running at limited capacity and in adherence with workplace safety, including social distancing and sanitation practices, recommended by the Centers for Disease Control and Prevention.

The Company is also taking proactive measures to conserve capital during this period of disruption including:

• Implementation of furloughs for all store associates and over 60% of the remainder of its workforce. The employees on furlough will continue to receive employee benefits, including medical, dental, and vision benefits at this time.

• Corporate employees and management will receive temporary base salary reductions beginning with 20% and up to 50% for the CEO. The Board of Directors has also agreed to a substantial reduction in retainer fees aligned with management.

• Suspension of approximately $3 million in planned capital expenditures.

• Significant reduction in operating expenses.

• Collaboration with vendor partners to adjust near-term supply chain as well as with its landlords.

About Christopher & Banks

Christopher & Banks Corporation is a Minneapolis-based specialty retailer featuring exclusively designed privately branded women’s apparel and accessories. As of March 19, 2020, the Company operates 445 stores in 44 states consisting of 309 MPW stores, 77 Outlet stores, 31 Christopher & Banks stores, and 28 stores in its women’s plus size clothing division CJ Banks. The Company also operates the www.ChristopherandBanks.com eCommerce website.

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Forward-Looking Statements

Certain statements in this press release may constitute forward-looking statements, made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, which reflect our current views with respect to certain events that could have an effect on our future performance. The forward-looking statements relate to expectations concerning matters that are not historical facts and may use the words “will”, "expect", "anticipate", "plan", "intend", "project", "believe", “should”, "drive" "in order to" and similar expressions. Except for historical information, matters discussed in this press release may be considered forward-looking statements.

These forward-looking statements are based largely on information currently available to our management and our current expectations, assumptions, plans, estimates, judgments and projections about our business and our industry, and are subject to a number of uncertainties and risks, as well as assumptions that, if they do not fully materialize or prove incorrect, could cause the Company's future performance and financial results to differ materially from those expressed or implied by the forward-looking statements. We cannot guarantee their accuracy or our future performance, and there are a number of known and unknown risks, uncertainties, contingencies, and other factors (many of which are outside our control) that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Accordingly, there is no assurance that our expectations will, in fact, be achieved or that our estimates or assumptions will be correct, and we caution investors and all others not to place undue reliance on such forward-looking statements.

Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, but are not limited to, those factors described in Item 1A, “Risk Factors” and in the “Forward-Looking Statements” disclosure in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our latest annual report on Form 10-K and in our subsequent Form 10-Q Reports. All forward-looking statements that are made or attributable to us are expressly qualified in their entirety by this cautionary notice. The Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that projected results expressed or implied in such statements will not be realized.

    COMPANY CONTACT:

    Richard Bundy

    Senior Vice President, Chief Financial Officer

    (763) 551-5000

    INVESTOR RELATIONS CONTACT:

    Jean Fontana

    ICR, Inc.

    (646) 277-1214

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