(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
6501 Legacy Drive
(Address of Principal Executive Offices)
Title of each class
Name of each exchange on which registered
Common Stock of 50 cents par value
New York Stock Exchange
Preferred Stock Purchase Rights
New York Stock Exchange
In fiscal 2019, the Company granted performance cash awards under its 2019 Long-Term Incentive Plan. As originally structured, these performance cash awards were to be earned based on attainment of fiscal 2019, 2020 and 2021 bonus adjusted EBITDA goals, with amounts earned based on bonus adjusted EBITDA performance “banked” and paid after the end of fiscal 2021, provided certain employment conditions were satisfied. Under the revised arrangement, payment, to current employees, of the portion of the performance cash awards that has been earned based on fiscal 2019 bonus adjusted EBITDA results has been accelerated, while the remaining portions of the performance cash awards (i.e., the portions that originally were to be earned based on attainment of fiscal 2020 and 2021 bonus adjusted EBITDA goals) have been forfeited. The total amount payable in respect of the fiscal 2019 performance cash awards to NEOs is approximately $2.4 million. A recipient’s right to retain the accelerated payment is subject to his or her continued employment with the Company or one of its subsidiaries through January 31, 2022 (or earlier qualifying termination of employment), such that a recipient will be required to repay the accelerated 2019 performance cash award payment in the event of a non-qualifying termination of employment prior to January 31, 2022.
The Company has adopted a Pre-Paid Compensation Plan (the “PCP”), pursuant to which NEOs and certain other officers will receive cash incentive awards, each in an amount equal to a fraction of his or her annual target variable compensation. Each such award will be paid immediately, subject to certain repayment conditions, as follows: (i) 80% of each award is subject to repayment if the recipient is terminated for “Cause” (as defined in the recipient’s award agreement) or resigns (or, in the Chief Executive Officer’s case only, without “Good Reason” (as defined in her award agreement)), in each case, before January 31, 2021 and (ii) 20% of each award is subject to repayment if specified milestone-based performance goals are not achieved. To the extent any participating officer repays all or any portion of the milestone-based portion of his or her PCP award, the Company will segregate such repaid funds to be used for the sole purpose of paying severance to employees who were not granted PCP awards and who incur a qualifying termination of employment. The total amounts payable to NEOs pursuant to the PCP are as follows: $4,500,000 for Jill Soltau, Chief Executive Officer, and $1,000,000 for each of Bill Wafford, Executive Vice President, Chief Financial Officer, Michelle Wlazlo, Executive Vice President, Chief Merchant, and Brynn L. Evanson, Executive Vice President, Chief Human Resources Officer. As a condition to receiving an award under the PCP, each recipient must agree to waive his or her right to participate in the Company’s fiscal 2020 annual bonus plan and/or receive any long-term incentive awards for fiscal 2020, as well as forfeit all of his or her outstanding equity, equity-based or other long-term incentive awards.