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EX-99.1 - EX-99.1 - GUE Liquidation Companies, Inc.ftd_ex991.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

 

Date of Report (Date of earliest event reported): November 29, 2016

 

FTD Companies, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

001-35901

32-0255852

(State or Other jurisdiction

of Incorporation)

(Commission

File Number) 

(I.R.S. Employer
Identification No.)

 

 

 

3113 Woodcreek Drive

Downers Grove, Illinois 60515

(Address of Principal Executive Offices) (ZIP Code)

 

Telephone: (630) 719-7800

(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:

 

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

On November 29, 2016, Becky A. Sheehan, Executive Vice President and Chief Financial Officer of FTD Companies, Inc. (the “Company”), notified the Company that she will be leaving the Company effective December 31, 2016 to pursue other opportunities. As a result of Ms. Sheehan’s departure, FTD’s Board of Directors will conduct a comprehensive executive search for the position of Chief Financial Officer. In connection with Ms. Sheehan’s departure, she will receive a cash payment of $150,000, subject to compliance with certain covenants in her employment agreement. In addition, as permitted under the Company’s current incentive compensation plan, the Compensation Committee of the Company’s Board of Directors has determined to permit the vesting of the portions of Ms. Sheehan’s previously disclosed outstanding stock options that are scheduled to vest on January 1, 2017.

Item 7.01Regulation FD Disclosure.

In connection with this executive leadership transition, the Company issued a press release. A copy of the press release is furnished as Exhibit 99.1 to this report. The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

 

 

 

Exhibit No.

 

Description

99.1

 

Press Release dated November 29, 2016.

 

 

 

 


 

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.

 

 

 

 

 

 

 

 

 

 

 

 

FTD COMPANIES, INC.

 

Dated:

 

December 2, 2016

 

 

By:

 

/s/ Scott D. Levin

 

 

 

Name:  Scott D. Levin

 

 

 

 

Title:  Executive Vice President,

             General Counsel and Secretary

 

 


 

EXHIBIT INDEX

Exhibit No.

 

Description

99.1

 

Press Release dated November 29, 2016.