Attached files
file | filename |
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EX-10.1 - EX-10.1 - Annie's, Inc. | d511582dex101.htm |
EX-99.1 - EX-99.1 - Annie's, Inc. | d511582dex991.htm |
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
April 1, 2013
Date of Report (Date of earliest event reported)
Annies, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-35470 | 20-1266625 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File No.) |
(I.R.S. employer identification number) |
1610 Fifth Street
Berkeley, CA 94710
(Address of principal executive offices, including zip code)
(510) 558-7500
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 7.01 | Regulation FD Disclosure |
The information contained in this Item 7.01 and the accompanying Exhibit 99.1 is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the Exchange Act), or subject to the liabilities of that section. The information contained in this Item 7.01 and the accompanying Exhibit 99.1 shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Effective April 1, 2013, Annies, Inc. (the Company) appointed Isobel A. Jones to serve as the Companys General Counsel and Secretary. Ms. Jones will report directly to John Foraker, the Companys Chief Executive Officer.
Pursuant to an offer letter effective April 1, 2013 (the Offer Letter), Ms. Jones will be entitled to receive an annual base salary of $250,000 and an annual target bonus of 35% of her base salary based on both Company and individual performance objectives. Ms. Joness employment is terminable at will. Upon termination of her employment by the Company without cause or her resignation with good reason, subject to her timely execution and non-revocation of a general release of claims, she is entitled to severance benefits comprised of six months of base salary and a pro-rated annual bonus for the fiscal year of termination based on actual days worked during the fiscal year and based on actual performance.
As approved by the Companys Compensation Committee, pursuant to the Companys Omnibus Incentive Plan, Ms. Jones was awarded effective April 1, 2013 (the Grant Date): (1) a non-qualified stock option to purchase 4,268 shares of the Companys common stock with an exercise price equal to the closing price of the Companys common stock on the Grant Date; and (2) at target, 1,544 performance share units.
In connection with entering into the Offer Letter, Ms. Jones has also executed the Companys Proprietary Information and Confidentiality Agreement.
The foregoing summary of the material terms of the Offer Letter is qualified in its entirety by the Offer Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Prior to joining the Company, Ms. Jones most recently served as Vice President, General Counsel and Corporate Secretary of Peets Coffee & Tea, Inc., where she provided legal advice, guidance and support on corporate governance, securities compliance, employment and labor matters, litigation, contracts, intellectual property, investor relations and other matters. From June 2003 to January 2012, Ms. Jones was Associate General Counsel at Del Monte Foods, where she was responsible for SEC reporting and compliance, corporate governance matters, mergers and acquisitions, support of the treasury and investor relations functions and other general corporate issues. Ms. Jones also spent ten years as an associate at a national law firm. Ms. Jones earned her J.D. from Harvard Law School. She also holds an A.B. in East Asian Studies and Economics from Harvard University. Ms. Jones is 45.
A copy of the press release announcing Ms. Joness appointment is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits
Exhibit |
Description | |
10.1 | Offer Letter between Annies, Inc. and Isobel Jones | |
+ 99.1 | Press Release dated April 1, 2013 |
+ | Furnished, not filed |
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.
Annies, Inc. | ||||
Date: April 2, 2013 | By: | /s/ Kelly J. Kennedy | ||
Kelly J. Kennedy | ||||
Chief Financial Officer |
EXHIBIT INDEX
Exhibit |
Description | |
10.1 | Offer Letter between Annies, Inc. and Isobel Jones | |
+ 99.1 | Press Release dated April 1, 2013 |
+ | Furnished, not filed |