Current Report Filing (8-k)
February 27 2018 - 5:42PM
Edgar (US Regulatory)
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): February 27, 2018 (February
21, 2018)
FRED'S,
INC.
(Exact
Name of Registrant as Specified in Charter)
Commission
File Number 001-14565
Tennessee
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62-0634010
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(State or Other Jurisdiction
of Incorporation)
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(I.R.S. Employer
Identification No.)
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4300 New Getwell Road, Memphis, Tennessee 38118
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(Address
of principal executive offices)
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(901) 365-8880
Registrant’s
telephone number, including area code
Not
Applicable
(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))
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).
⃞
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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 financing accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
⃞
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ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS;
ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
(b)
On February 21, 2018, Mary McNabb notified the Board of
Directors (the “Board”) of Fred’s, Inc. (the “Company”) of her
resignation from the Board, which will become effective at the close of
business on March 21, 2018. Ms. McNabb’s resignation was not the result
of any disagreement with the Company, its management or its operations,
policies or practices.
(d)
On February 21, 2018, upon the recommendation of the Nominating and
Governance Committee of the Board, the Board appointed Dr. Neeli
Bendapudi as a director, effective at the close of business March 21,
2018. Dr. Bendapudi will serve until, and will be nominated for election
at, the 2018 Annual Meeting of Shareholders of the Company.
Dr. Bendapudi, age 54, currently serves as the Provost and Executive
Vice Chancellor of the University of Kansas, a position she has held
since July 2016, and as a Professor of Marketing at the University of
Kansas, a position she has held since 2011. She previously served as
the dean of the University of Kansas School of Business from 2011 to
2016. Dr. Bendapudi holds a doctorate from the University of Kansas,
and has taught at Texas A&M and The Ohio State University. Her research,
which has focused on customer willingness and ability to maintain
long-term relationships with firms and with the employers and brands
that represent them, has appeared in the Journal of Marketing, Journal
of Marketing Research, Journal of Retailing and Harvard Business Review,
among others.
Dr. Bendapudi currently serves on the board of directors of Lancaster
Colony Corporation, a publicly traded manufacturer and marketer of
specialty food products for the retail and foodservice channels. She
previously served on the board of directors of Sheetz, Inc., a
family-owned convenient store chain, and Freightquote.com, a private
freight broker.
The Board has determined that Dr. Bendapudi does not have any
relationship with the Company or its subsidiaries, either directly or
indirectly, that would be inconsistent with a determination of
independence under the applicable rules and regulations of the NASDAQ
Stock Market and the U.S. Securities and Exchange Commission. Dr.
Bendapudi has not been appointed to any Board committee at this time.
Dr. Bendapudi will be a party to an indemnification agreement with the
Company and will receive compensation for serving on the Board pursuant
to the Company’s non-employee director compensation guidelines.
Dr. Bendapudi was not appointed as a director pursuant to any
arrangement or understanding with any person, and is not a participant
in any related party transaction required to be reported pursuant to
Item 404(a) of Regulation S-K.
ITEM 7.01. REGULATION FD DISCLOSURE.
On February 27, 2018, the Company issued a press release regarding the
director appointment and resignation described above. The full text of
this press release is attached to this report as Exhibit 99.1 and is
incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the foregoing
information in this Item 7.01, including Exhibit 99.1, shall not be
deemed “filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities
of that section, nor shall such information, including Exhibit 99.1, be
deemed incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
99.1
Press
Release of Fred’s, Inc., dated February 27, 2018.
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.
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FRED'S, INC.
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(Registrant)
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Date:
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February 27, 2018
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By:
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/s/ Joseph M. Anto
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Name:
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Joseph M. Anto
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Title:
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Executive Vice President, Chief Financial
Officer and Secretary
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