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EX-10.1 - EXHIBIT 10.1 - National Vision Holdings, Inc.jmtransitionagmt-exhibitfo.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 Earliest Event reported): February 1, 2019

National Vision Holdings, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
001-38257
46-4841717
(State or other jurisdiction
of incorporation)
(Commission File Number)
 
(IRS Employer Identification No.)

2435 Commerce Avenue
Bldg. 2200
Duluth, Georgia 30096-4980
(770) 822-3600
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company        ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.          ☐




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

As previously disclosed in the Current Report on Form 8-K of National Vision Holdings, Inc. (the “Company”) filed January 10, 2019 (the “Initial 8-K”), Jeff McAllister transitioned from his position as the Company’s Chief Operating Officer to Special Advisor to the Board, effective as of January 10, 2019.  In connection with this transition, on February 1, 2019, the Company and Mr. McAllister entered into a Transition Agreement (the “Transition Agreement”), the material terms of which are consistent with the term sheet entered into between the parties on January 10, 2019 and described in the Initial 8-K, which description is incorporated by reference herein.

The foregoing description is qualified in its entirety by reference to the Transition Agreement, which is filed herewith as Exhibit 10.1 and incorporated by reference herein.

Item 9.01
Financial Statements and Exhibits.

Exhibit No.
Description
Transition Agreement, dated as of February 1, 2019, between National Vision Holdings, Inc. and Jeff McAllister.






Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

 
 
National Vision Holdings, Inc.
 
 
 
Date: February 1, 2019
By:
/s/ Patrick R. Moore
 
Name:
Patrick R. Moore
 
Title:
Senior Vice President, Chief Financial Officer