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EX-99.1 - EX-99.1 - PACIFIC SUNWEAR OF CALIFORNIA INC | a59313exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 18, 2011
PACIFIC SUNWEAR OF CALIFORNIA, INC.
(Exact Name of Registrant as Specified in Charter)
California (State or Other Jurisdiction of Incorporation) |
0-21296 (Commission File Number) |
95-3759463 (IRS Employer Identification No.) |
3450 East Miraloma Avenue | ||
Anaheim, CA (Address of principal executive offices) |
92806-2101 (Zip Code) |
(714) 414-4000
Registrants telephone number, including area code
Registrants telephone number, including area code
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):
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)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On April 20, 2011, Pacific Sunwear of California, Inc. (the Company) announced that Michael
Kaplan, age 47, has been appointed Senior Vice President and Chief Financial Officer of the
Company. He will join the Company effective as of May 2, 2011.
Mr. Kaplan will succeed Michael L. Henry whose employment as Senior Vice President and Chief
Financial Officer of the Company will terminate on April 22, 2011. Mr. Henry will be entitled to
receive severance benefits under the Companys Executive Severance Plan, as amended, which was
previously filed as Exhibit 10.12 to the Companys Form 10-K filed with the SEC on April 1, 2009
(the Severance Plan).
Mr. Kaplan was Chief Financial Officer of Harbor Freight Tools, a privately held 349-store retailer
of proprietary tools, from February 2010 to April 20, 2011. Prior to joining Harbor Freight Tools,
he was Chief Financial Officer of Banana Republic, Inc. from February 2007 to January 2010, and was
Chief Financial Officer of Gap, Inc. Outlet Division from August 2005 to February 2007. Prior to
joining Gap, Inc., he held several executive positions with The Walt Disney Company from 1989 to
2005, eventually becoming Vice President, Planning and Control for the Disneyland Resort.
Mr. Kaplan will receive a base salary of $385,000 and an annual incentive bonus opportunity based
on the Companys achievement of a pre-set financial target and Mr. Kaplans achievement of
performance criteria to be established by the Chief Executive Officer. Mr. Kaplans target
incentive bonus will be 50% of his base salary with a maximum incentive bonus of 100% of his base
salary. Mr. Kaplan will also be entitled to a relocation housing allowance and the reimbursement
of certain moving expenses.
Mr. Kaplan will be entitled to the following equity award grants, subject to the approval of the
Compensation Committee of the Board of Directors :
| An option to purchase 75,000 shares of the Companys common stock. The option will have a per-share exercise price equal to the closing price of a share of the Companys common stock on the grant date and a maximum term of seven years. The option is scheduled to vest, subject to Mr. Kaplans continued employment, in 25% installments on each of the first four anniversaries of the grant date. | ||
| An award of 25,000 restricted shares of the Companys common stock. The restricted stock award will vest, subject to Mr. Kaplans continued employment, in 25% installments on each of the first four anniversaries of the grant date. |
Mr. Kaplan will also be entitled to participate in the Companys benefit plans on terms consistent
with those generally applicable to the Companys other executives, including severance arrangements
under the Severance Plan.
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Item 7.01 | Regulation FD Disclosure |
On April 20, 2011, the Company issued a press release announcing Mr. Kaplans appointment as Senior
Vice President and Chief Financial Officer. The full text of the press release is furnished as
Exhibit 99.1 to this report.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
99.1 | Press Release issued by the Company on April 20, 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.
Dated: April 20, 2011
PACIFIC SUNWEAR OF CALIFORNIA, INC. |
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/s/ CRAIG E. GOSSELIN | ||||
Craig E. Gosselin | ||||
Senior Vice President, General Counsel and Human Resources |
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