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)
May 18, 2012
AMERICAN EAGLE OUTFITTERS, INC.
(Exact name of registrant as specified in its charter)
1-33338 |
13-2721761 | |||
(State of
incorporation) |
|
(Commission File
Number) |
|
(IRS Employer Identification
No.) |
77 Hot Metal Street |
|
15203-2329 |
(Address of principal executive
offices) |
|
(Zip
Code) |
(412) 432-3300
(Registrant's telephone number, including area code)
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)) |
ITEM 1.01. | Entry into a Material Definitive Agreement | |
On May
18, 2012, American Eagle
Outfitters, Inc. (the "Company") entered into a Separation and Release Agreement
(the "Agreement") with Joan H. Hilson, the Company's Executive Vice President
and Chief Financial Officer. A description of the Agreement is contained in Item 5.02 below, which
is incorporated by reference into this Item 1.01. |
||
ITEM 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | |
On May
18, 2012, the Company announced
that Joan H. Hilson submitted her resignation as Executive Vice President and
Chief Financial Officer (Principal Financial Officer and Principal Accounting
Officer) of the Company. The Company entered into an Agreement with Ms.
Hilson related to her separation from employment with the Company effective May
18, 2012. Effective the date of the Agreement, Ms. Hilson will cease to be
an officer of the Company. She will continue as a non-executive
officer employee through July 28, 2012 (the "Separation Date"). Pursuant to the Agreement, in exchange for a general release of any claims against the Company, Ms. Hilson will receive the following: (1) her base salary earned through the termination of her employment with the Company effective the Separation Date; (2) a lump sum payment of $750,000, which represents 15 months of her annual base salary, paid on the Company's first regular payday following the Effective Date of the General Release; (3) the amount of any annual cash bonus she would have earned if the Company achieves its 2012 performance goals; (4) reimbursement for up to 15 months of her COBRA premiums for medical, dental and/or vision coverage; (5) a pro-rata portion of her long-term performance based restricted stock units if the Company achieves the fiscal years 2010 - 1012; 2011 - 2013; and 2012 - 2014 performance goals, in accordance with the terms of the awards; and (6) ninety days from her Separation Date to exercise outstanding vested stock options. On May 18, 2012, the Company's Board of Directors appointed Scott Hurd, Vice President and Controller, as interim Principal Financial Officer and interim Principal Accounting Officer. Mr. Hurd has served the Company as Vice President and Controller since January 2010. Prior to joining the Company, Mr. Hurd held various positions with Linens 'N Things from 1996 to 2010, including Senior Vice President, Chief Financial Officer from September 2008 to January 2010, Vice President, Controller from June 2008 to September 2008 and Vice President, Financial Control/Assistant Controller from May 2006 to June 2008. Mr. Hurd is a certified public accountant. The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. |
||
ITEM 7.01. | Regulation FD Disclosure | |
On May 18, 2012, the Company issued a press release announcing a management change. A copy of this press release is attached hereto as Exhibit 99.1. | ||
ITEM 9.01. | Financial Statements and Exhibits | |
(d) Exhibits | ||
Exhibit No. | Description | |
10.1 | Separation and Release Agreement between the Company and Joan H. Hilson dated May 18, 2012 | |
99.1* | Press Release dated May 18, 2012 announcing a management change | |
* Such Exhibit is being "furnished" (not filed) pursuant to Item 7.01 of the Current Report on Form 8-K. |
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.
AMERICAN EAGLE OUTFITTERS, INC. | ||||
(Registrant) | ||||
Date: May 24, 2012 | By: |
/s/ Neil Bulman, Jr. | ||
Neil Bulman, Jr. | ||||
Vice President, General Counsel and Secretary |
EXHIBIT INDEX
Exhibit Number |
Description |
|
10.1 | Separation and Release Agreement between the Company and Joan H. Hilson dated May 18, 2012 | |
99.1* | Press Release dated May 18, 2012 announcing a management change | |
* Such Exhibit is being "furnished" (not filed) pursuant to Item 7.01 of the Current Report on Form 8-K. |
SEPARATION AND RELEASE AGREEMENT
This SEPARATION AND RELEASE AGREEMENT ("Agreement") is made and entered by and between JOAN H. HILSON, together with your heirs, administrators, executors, successors, assigns and other personal representatives (collectively referred to as "You") and AMERICAN EAGLE OUTFITTERS, INC., together with its past, present and future officers, directors, shareholders, agents, representatives, insurers, employees, attorneys, subsidiaries, affiliated corporations and assigns (collectively referred to as the "Company").
In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be legally bound, you and the Company agree as follows:
A. Separation Pay. You shall be entitled to Separation Pay in a gross amount equal to $750,000.00, which represents 15 months of your annual base salary. The Separation Pay will be made in a lump sum payment, less applicable withholdings and deductions, which will be made on the Company's first regular payday following the Effective Date of the General Release.
B. Incentive Compensation Bonus. The Company will pay you the amount of any fiscal year 2012 annual cash bonus you would have earned under the Company incentive cash bonus plan as if you were employed for the full fiscal year, but only if Company performance goals are met as established under the terms of the plan. Payment of the cash bonus, if any, less all applicable withholdings and deductions, will be made at the same time as to other employees of the Company.
C. Health Insurance Continuation
. If you make a timely election to continue medical, dental and/or vision insurance coverage under the Company's group medical, dental and/or vision plans pursuant to federal law (COBRA), the Company will reimburse you for up to 15 months of your COBRA premiums, ending October 28, 2013. However, if you secure employment before October 28, 2013, and medical, dental and/or vision coverage is available as a result of that employment, the Company's obligation to reimburse COBRA shall immediately cease. You will notify the Company in writing immediately if you accept employment prior to October 28, 2013, and you will repay to the Company any COBRA reimbursement for any period of employment during which medical, dental and/or vision coverage is available. After October 28, 2013, you may continue COBRA coverage, subject to applicable law, at your sole expense.A. Restricted Stock (Time-based). Your unvested, time-based awards under the Company's Long-term Restricted Stock Unit Incentive Plan shall be forfeited on the Separation Date.
B. Restricted Stock (Performance-based). You may be eligible for a pro-rata portion of your performance-based awards under the Long-term Restricted Stock Unit Incentive Plan if the Company achieves the fiscal years 2010-2012, 2011-2013, and fiscal years 2012-2014 performance goals established by the plan. The pro-rata amount you may be eligible for will be based on your days of service in the performance period as of the Separation Date. Payment will be made no sooner than the date on which other participants are paid their awards, if any payments are made, in accordance with the terms of the plan. Under the terms of the plan, you are not required to be employed by the Company at the time your prorated share of such awards is paid as a condition precedent to receiving them. The payment will be made less any applicable withholdings or deductions. The balance of your performance-based awards shall be forfeited on the Separation Date. To the extent that the Company does not achieve the fiscal years 2010-2012, 2011-2013, and fiscal years 2012-2014 performance goals established under the plan, the portion of your award for which performance goals are not achieved will be forfeited in accordance with the terms of the plan.
C. Stock Options. Your outstanding, vested stock option awards shall remain exercisable for ninety (90) days from the Separation Date. Your unvested stock option awards, that under the terms of the award you have no right to exercise, on the Separation Date shall terminate on your termination of employment in accordance with their terms.
A. Transfer of Job Responsibilities. Until the Separation Date, you shall report directly to the Company's Chief Executive Officer and fully cooperate in transferring all of your responsibilities and duties as directed by the Company's Chief Executive Officer at his sole discretion, including assistance in the transition to a new chief financial officer, completion of projects, and provision of such other advice, expertise or knowledge with respect to your former position as may be reasonably requested by the CEO.
B. Restrictive Covenants. You acknowledge and reaffirm that you and the Company are parties to: a "Confidentiality, Non-Competition and Intellectual Property Agreement" signed by you on July 20, 2005; an "LTICP Confidentiality, Non-Solicitation, Non-Competition and Intellectual Property Agreement" signed by you on March 27, 2008; and an "RSU Confidentiality, Non-Solicitation, Non-Competition and Intellectual Property Agreement" signed by you on March 5, 2009 (these agreements are collectively referred to herein as the "Restrictive Agreements"). You acknowledge and agree that all of your obligations under the Restrictive Agreements remain in full force and effect and shall survive the termination of your employment with the Company and the execution of this Agreement; provided, however, the Company agrees that your obligation to not compete with the Company in the Restrictive Agreements shall be limited to employment with, or providing services, advice or expertise to any of the following companies, including all of their subsidiaries and divisions: Abercrombie & Fitch Co.; Aeropostale, Inc.; The Buckle, Inc.; Fast Retailing Co., Ltd.; Forever 21, Inc.; Gap, Inc.; H & M Hennes & Mauritz AB; INDUSTRIA DE DISEÑO TEXTIL, S.A. (Inditex Group); the Victoria Secret and Pink brands of Limited Brands, Inc.; and Urban Outfitters, Inc. Upon your written request to be released from this non-compete provision to be employed by one of the forgoing businesses, the Company will consider your request, and will not unreasonably withhold its consent.
C. Legal Matters. You agree to cooperate with the Company and its attorneys as may be reasonably required concerning any past, present or future legal matters that relate to or arise out of your employment with the Company, with the understanding that any meetings you are required to attend are scheduled during normal business hours at mutually agreeable times. The Company agrees to use its best efforts to assure that your cooperation does not interfere with your then current employment obligations and/or any other personal obligations. You acknowledge that you are not currently aware of any facts that constitute or might constitute violations of the Company's Code of Ethics or legal obligations. The Company agrees to reimburse you for any and all reasonable costs and expenses you may incur in connection with such cooperation.
D. Indemnification. You shall be indemnified for acts and omissions occurring on or prior to the Separation Date or earlier if your employment terminates earlier to the fullest extent permitted under applicable law and Company rules and regulations.
A. Except as provided in Section 7 of this Agreement, this Agreement constitutes the entire understanding between you and the Company relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s) that may have been made in connection with your employment with the Company. This Agreement may not be changed, modified, or altered without the express written consent of you and a senior officer of the Company.
B. The Company's failure to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of, or deprive the Company of its right thereafter to insist upon strict adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing and signed by a senior officer of the Company.
A. You are hereby advised and encouraged to consult with an attorney prior to executing this Agreement. You acknowledge that if you have executed this Agreement without consulting an attorney, you have done so knowingly and voluntarily.
B. You acknowledge that you have been given at least twenty-one (21) days from the date you first received this Agreement, which was on or about
May 16, 2012, during which to consider this Agreement. You understand that the offer made to you under this Agreement remains open for at least twenty-one (21) days, and that you may accept the offer at any time between
May 16, 2012 and June 11, 2012. If you do not accept this Agreement on or before that date, the offer set forth in this Agreement is automatically rescinded unless the Company otherwise expressly notifies you in writing.
THE UNDERSIGNED PARTIES HAVE READ THE AGREEMENT AND ACCEPT AND AGREE THAT JOAN H. HILSON WAS GIVEN UNTIL June 11, 2012 TO CONSIDER THE PROVISIONS CONTAINED IN THE AGREEMENT, WHICH SHE AGREES WAS A REASONABLE, ADEQUATE TIME, AND HEREBY EXECUTES IT, KNOWINGLY AND VOLUNTARILY, AND WITH FULL UNDERSTANDING OF ITS CONSEQUENCES.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates indicated below.
Dated: May 18, 2012 |
/s/ Joan H. Hilson |
Dated: May 22, 2012 |
AMERICAN EAGLE OUTFITTERS, INC. By: /s/ Robert L. Hanson Its: Chief Executive Officer |
EXHIBIT A
GENERAL RELEASE
In exchange for the promises and benefits set forth in the Separation and Release Agreement between American Eagle Outfitters, Inc., including its parents, subsidiaries, affiliates and related businesses (the "Company") and me, Joan H. Hilson, including my heirs, executors and assigns, dated May 17, 2012 (the "Agreement"), and to be provided to me following the Effective Date of this General Release, I hereby acknowledge, understand and agree as follows:
1. On behalf of myself and my family, heirs, executors, administrators, personal representatives, agents, employees, assigns, legal representatives, accountants, affiliates and for any partnerships, corporations, sole proprietorships, or other entities owned or controlled by me, I fully release, acquit, and forever discharge the Company, its officers, directors, shareholders, agents, representatives, insurers, employees, attorneys, subsidiaries, affiliated corporations, and assigns (collectively, the "Releasees"), from any and all charges, actions, causes of action, claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, or any other liability of any kind whatsoever, suspected or unsuspected, known or unknown, which have or could have arisen out of my employment with the Company and/or termination of my employment with the Company (collectively, "Claims"), including without limitation:
a. Claims arising under Title VII of the Civil Rights Act of 1964 (as amended), the Civil Rights Acts of 1866 and 1991, the Americans With Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Occupational Safety and Health Act, the Sarbanes-Oxley Act, the Pennsylvania Human Relations Act, and/or any other state, federal, local or municipal statute; and/or
b. Claims for age discrimination arising under the Age Discrimination in Employment Act of 1967 (as amended) and the Older Workers Benefit Protection Act, except age discrimination claims that may arise after the Effective Date of this General Release; and/or
c. Claims arising out of any other federal, state, or local statute, law constitution, ordinance or regulation; and/or
d. Any other employment related Claim whatsoever including, but not limited to, claims relating to implied or express employment contract, public policy or tort claims, retaliatory discharge claims, negligent hiring, retention, or supervision claims, defamation claims, wrongful discharge claims, intentional infliction of emotional distress claims, invasion of privacy claims, intentional interference with contract claims, intentional interference with business relations claims, detrimental reliance claims, loss of consortium claims, promissory estoppel claims, common law claims, claims for compensatory or punitive damages, claims for back pay, claims relating to legal restrictions on the Company's right to terminate employees or pursuant to any other claim whatsoever, arising out of or relating to my employment with the Company and/or termination of employment from the Company.
e. Excluded from this General Release are any Claim for breach of the Agreement and any Claim that cannot be released or waived by law, including but not limited to the right to file a charge with or participate in an investigation conducted by certain government agencies. I acknowledge and agree, however, that I am releasing and waiving my right to any monetary recovery should any government agency pursue any claims on my behalf that arose prior to the Effective Date of this General Release. I also agree that I have been properly paid for all hours worked, have not suffered any on-the-job injury for which I have not already filed a claim and I have been properly provided any leaves of absence because of my own health condition or a family member's health condition.
2. Release of Other Claims. In further consideration of the promises made by the Company in this General Release, I, for myself and my family, heirs, executors, administrators, personal representatives, agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships, corporations, sole proprietorships, or other entities owned or controlled by me, fully release, acquit, and forever discharge the Releasees from any and all Claims of which I have knowledge as of the Effective Date of this General Release.
3. Certification Regarding Other Claims. By my signature below, I certify that I have no knowledge of any Claim that I may have against the Releasees, that I have no present intention to file any claims of any character against the Releasees. I agree that if the above certification is found to be false, any claims of which I have knowledge, an intention to file a claim regarding, or about which I have consulted an attorney will be deemed released by operation of this General Release.
4. Consultation with an Attorney. I am hereby advised and encouraged to consult with an attorney prior to executing this General Release. I acknowledge that if I have executed this General Release without consulting an attorney, I have done so knowingly and voluntarily.
5. Period for Review. I acknowledge that I have been given at least twenty-one (21) days from the date I first received this General Release, which was on or about May 16, 2012, during which to consider this General Release. I understand that the offer made to me under the Agreement remains open for at least twenty-one (21) days, and that I may accept the offer by signing this General Release at any time between the date of my termination of employment with the Company and twenty-one (21) days following that date. If I do not accept this General Release on or before that date, the offer set forth in the Agreement is automatically rescinded unless the Company otherwise expressly notifies me in writing.
6. Revocation. I acknowledge and agree that I have the right to revoke my execution of this General Release if I notify the Company in writing within seven (7) calendar days following the date I sign it. I acknowledge that any revocation, to be effective, must be in writing, signed by me, and either postmarked within seven (7) days of the date I signed this General Release and addressed to the Company's General Counsel, American Eagle Outfitters, Inc., 77 Hot Metal Street, Pittsburgh, Pennsylvania, 15203; or hand delivered within seven (7) calendar days of execution of this General Release to the Company's General Counsel. This General Release will become effective on the 8th day after I sign it (the "Effective Date"); provided that I have not revoked it.
I ACKNOWLEDGE AND AGREE THAT I HAVE BEEN ADVISED THAT THIS GENERAL RELEASE IS A LEGAL DOCUMENT, AND HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY CONCERNING THIS GENERAL RELEASE. I ACKNOWLEDGE AND AGREE THAT I HAVE CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS GENERAL RELEASE, AND AM VOLUNTARILY AND KNOWINGLY SIGNING IT.
By: /s/ Joan H. Hilson Date:
May 18, 2012
Joan H. Hilson
A
MERICAN EAGLE OUTFITTERSAnnounces Chief Financial Officer to Step Down
PITTSBURGH-May 18, 2012, American Eagle Outfitters, Inc. (NYSE: AEO) today announced that its chief financial officer, Joan Hilson, is stepping down. An active search for a successor is currently underway. Ms. Hilson will work with the company through the end of July 2012 to ensure an orderly transition.
Effective immediately, Scott Hurd, AEO's vice president and controller, will lead day-to-day management of the finance team, and assume the roles of interim principal accounting officer and interim principal financial officer, until a successor is appointed.
Robert Hanson, chief executive officer stated, "Joan has been a dedicated member of the AEO team for more than six years. On behalf of the company, I'd like to thank her for her contributions. I also appreciate Joan's support during my transition and wish her all the best in her future endeavors."
"AEO is a great company with tremendous potential," said Hilson. "I am grateful for the experience of working with such a talented group of people."
About American Eagle Outfitters, Inc.
American Eagle Outfitters, Inc. (NYSE: AEO) is a leading global specialty retailer offering high-quality, on-trend clothing, accessories and personal care products at affordable prices under its American Eagle Outfitters, Aerie and 77kids brands. The company operates more than 1,000 stores in North America, and ships to 77 countries worldwide through its websites. American Eagle Outfitters and Aerie merchandise also is available at approximately 25 international franchise stores in 10 countries. For more information, please visit www.ae.com.
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