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EX-99.1 - EX-99.1 - rue21, inc.d360613dex991.htm












Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 29, 2012



rue21, inc.

(Exact Name of Registrant as Specified in its Charter)




Delaware   1-34536   25-1311645

(State or other jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)

800 Commonwealth Drive

Warrendale, Pennsylvania

(Address of principal executive offices)   (Zip Code)

(724) 776-9780

(Registrant’s telephone number including area code)

(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 communication 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 Certain Officers; Compensatory Arrangements of Certain Officers

On May 30, 2012, rue21, inc. (the “Company”) issued a press release announcing the appointment of Harlan Kent to the Board of Directors (the “Board”) of the Company, effective May 29, 2012. Mr. Kent was assigned as a Class II director of the Board with a term expiring in 2014. Upon his appointment, Mr. Kent was named to the Company’s Compensation Committee.

Under the Company’s director compensation program, Mr. Kent will receive $50,000 per year in cash. In addition, Mr. Kent received an option grant of 12,500 shares of common stock upon his appointment. The initial option grant will vest in three equal installments on each of the first three anniversaries of the grant date. The grant will expire in ten years. In addition, for each full year of service, Mr. Kent will receive an annual grant of restricted stock units with a value of $100,000 on the first business day following the Company’s annual meeting of shareholders. This annual grant will vest fully on the one-year anniversary of the grant date.

The Company confirms there is no transaction between Mr. Kent and the Company or its subsidiaries that would require disclosure under Item 404(a) of Regulation S-K.

A copy of the press release dated May 30, 2012 announcing Mr. Kent’s election and providing a brief summary of his professional background is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 5.02 by reference.

Item 9.01. Financial Statements and Exhibits



(d) 99.1 Press Release dated May 30, 2012.


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.


rue21, inc.


  /s/ Stacy Siegal
  Stacy Siegal
  Vice President and General Counsel

May 30, 2012