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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 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):
May 20, 2024
THE CHILDREN’S PLACE, INC. |
(Exact Name of Registrant as Specified in Charter) |
|
Delaware |
(State or Other Jurisdiction of Incorporation) |
0-23071 |
31-1241495 |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
500 Plaza Drive, Secaucus, New Jersey |
07094 |
(Address of Principal Executive Offices) |
(Zip Code) |
(201) 558-2400 |
(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
(see General Instruction A.2. below):
|
¨ |
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 (§240.12-b-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 pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section
12(b) of the Act:
Title of each class |
Trading
Symbol(s) |
Name of each exchange on which registered |
Common Stock, $0.10 par value |
PLCE |
NASDAQ Global Select Market |
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers. |
Appointment of President
and Interim Chief Executive Officer
On May 20, 2024 (the “Effective Date”),
the Board of Directors (the “Board”) of The Children’s Place, Inc. (the “Company”) appointed
Muhammad Umair, who is currently a Board member, as President and Interim Chief Executive Officer of the Company. Mr. Umair succeeds Jane T. Elfers, who departed as President and Chief Executive Officer of the Company and as a member
of the Board pursuant to a mutual agreement with the Company, effective as of the Effective Date.
Muhammad Umair, age 38, was appointed to the Board
on February 29, 2024. Prior to his appointment as President and Interim Chief Executive Officer of the Company, since 2021, Mr. Umair
was a Senior Advisor for Origin Funding Partners, a global trade finance fund, where he was responsible for credit, recovery, and due
diligence. Prior to joining Origin, from 2016 to 2021, Mr. Umair was an Investment Manager at AMD Holding, in Riyadh, Saudi Arabia. Prior
to 2016, Mr. Umair held positions in various organizations, including Head of Advisory at Armacom and Senior Auditor at Ernst & Young.
He is a Chartered Accountant and associate member of the Institute of Chartered Accountants of Pakistan and the Institute of Chartered
Accountants in England and Wales. Mr. Umair is a seasoned professional with over 17 years of extensive experience in financial and investment
management. His range of expertise spans raising, deploying and managing capital across multiple sectors in various countries. His experience
also includes corporate advisory, operational and financial due diligence, and audit.
Mr. Umair has no family relationships with any
director or executive officer of the Company. There are no arrangements or understandings between Mr. Umair and any other person pursuant
to which Mr. Umair was selected as the Company’s President and Interim Chief Executive Officer, and there are no transactions involving
Mr. Umair that would be required to be reported under Item 404(a) of Regulation S-K.
In connection with Mr. Umair’s appointment,
he will receive an annual base salary of $650,000 and will be eligible for annual and long-term incentive compensation as determined by
the Board.
As a result of his appointment as President and Interim Chief Executive
Officer, Mr. Umair no longer qualifies as an “independent director” under the Nasdaq Listing Rules and Rule 10A-3 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and resigned from his positions as a member of the
Human Capital & Compensation Committee and the Audit Committee of the Board. With respect to compliance with Rule 5604(c)(2) of the
Nasdaq Listing Rules, which requires the Company to have an audit committee composed of at least three independent directors, the Company
will rely on the cure period as set forth in Rule 5605(c)(4). The Company intends to appoint an additional independent director and fill
the vacancy on the Audit Committee as expeditiously as possible.
Separation Agreement
On the Effective Date, the Company entered into
a separation and release agreement with Ms. Elfers (the “Separation Agreement”). The Separation Agreement provides that Ms. Elfers will receive (a) a
separation payment of $3,750,000, which will be paid in a lump sum upon effectiveness of the release of claims, and (b) continued health
coverage pursuant to COBRA for a twenty-four month period following the Effective Date, with the cost of such coverage paid by the Company. Pursuant
to the Separation Agreement, Ms. Elfers waived her rights to her outstanding restricted stock units and to any compensation and benefits
under her Amended and Restated Employment Agreement with the Company, dated as of March 28, 2011, as amended March 23, 2012 (the “Employment
Agreement”).
The foregoing description of the Separation Agreement is qualified
in its entirety by the text of the Separation Agreement, a copy of which will be filed as an exhibit to the Company’s quarterly
report on Form 10-Q for the fiscal quarter ending May 4, 2024.
| Item 7.01 | Regulation FD Disclosure. |
A copy of the Company’s related press release
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 to this report shall
not be deemed “filed” for purposes of Section 18 of the Exchange Act and shall not be incorporated by reference into any previous
or future registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated
by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Forward-Looking Statements
This Current Report on
Form 8-K contain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995, including but not limited to statements relating to the Company’s strategic initiatives and results of operations, including
adjusted net income (loss) per diluted share. Forward-looking statements typically are identified by use of terms such as “may,”
“will,” “should,” “plan,” “project,” “expect,” “anticipate,”
“estimate” and similar words, although some forward-looking statements are expressed differently. These forward-looking statements
are based upon the Company’s current expectations and assumptions and are subject to various risks and uncertainties that could
cause actual results and performance to differ materially. Some of these risks and uncertainties are described in the Company’s
filings with the Securities and Exchange Commission, including in the “Risk Factors” section of its annual report on Form
10-K for the fiscal year ended February 3, 2024. Included among the risks and uncertainties that could cause actual results and performance
to differ materially are the risk that the Company will be unable to achieve operating results at levels sufficient to fund and/or finance
the Company’s current level of operations and repayment of indebtedness, the risk that the Company will be unsuccessful in gauging
fashion trends and changing consumer preferences, the risks resulting from the highly competitive nature of the Company’s business
and its dependence on consumer spending patterns, which may be affected by changes in economic conditions (including inflation), the
risk that the Company’s strategic initiatives to increase sales and margin are delayed or do not result in anticipated improvements,
the risk of delays, interruptions, disruptions and higher costs in the Company’s global supply chain, including resulting from
disease outbreaks, foreign sources of supply in less developed countries, more politically unstable countries, or countries where vendors
fail to comply with industry standards or ethical business practices, including the use of forced, indentured or child labor, the risk
that the cost of raw materials or energy prices will increase beyond current expectations or that the Company is unable to offset cost
increases through value engineering or price increases, various types of litigation, including class action litigations brought under
securities, consumer protection, employment, and privacy and information security laws and regulations, the imposition of regulations
affecting the importation of foreign-produced merchandise, including duties and tariffs, risks related to the existence of a controlling
shareholder, and the uncertainty of weather patterns. Readers are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date they were made. The Company undertakes no obligation to release publicly any revisions to these forward-looking
statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
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.
Date: May 21, 2024 |
|
|
|
THE CHILDREN’S PLACE, INC. |
|
|
|
|
By: |
/s/ Jared Shure |
|
Name: |
Jared Shure |
|
Title: |
Senior Vice President, General Counsel & Corporate Secretary |
Exhibit 99.1
THE CHILDREN’S PLACE,
INC. ANNOUNCES CEO TRANSITION
SECAUCUS, N.J., May 21, 2024
— The Children’s Place, Inc. (Nasdaq: PLCE), an omni-channel children’s specialty portfolio of brands with
an industry-leading digital-first model, today announced the departure of Jane Elfers, President and CEO, and announced the appointment
of Muhammad Umair as the new President and Interim CEO, effective May 20, 2024.
The Company thanks Jane for
her dedication to the Company and wishes her well in her next chapter. Jane Elfers said, “I want to thank the entire team at The
Children’s Place for their hard work and dedication, and I wish them the best of luck.”
Mr. Umair and the Board are
focused on continuing to build the Company’s position as a global best-in-class specialty retailer. In his capacity as Director,
Mr. Umair has been immersed in the Company’s portfolio of brands, retail and wholesale network, and strategy to deliver great products
and shopping experiences to its customers, including meeting with the leadership team and employees at the Company’s stores and
distribution facilities, and engaging with its network of suppliers and partners.
The Board is committed to a
seamless transition as it conducts a search for a permanent CEO.
Mr. Umair said, “I am
deeply honored and excited to be appointed as the President and Interim CEO of The Children’s Place. I extend my heartfelt gratitude
to the Board of Directors for putting its trust and confidence in my leadership. The Children’s Place and our portfolio of brands
have a strong connection to our customers, and I look forward to leveraging the many opportunities ahead in the children’s apparel
retail segment.”
Mr. Umair further added, “My
focus will be to foster growth through innovation, deliver exceptional value to our customers and drive returns for shareholders. I look
forward to collaborating with the Board and our whole team to achieve new heights of success for The Children’s Place.”
Additional details can be found
in the Form 8-K to be filed by the Company with the Securities and Exchange Commission.
Muhammad Umair Biography
Mr. Umair joined the Board
in February 2024. Prior to his appointment as President and Interim Chief Executive Officer of the Company, Mr. Umair was a Senior
Advisor for Origin Funding Partners, a global trade finance fund, where he was responsible for credit, recovery, and due diligence.
Prior to joining Origin, Mr. Umair held positions in various organizations, including Head of Advisory at Armacom and Senior Auditor
at Ernst & Young. He is a Chartered Accountant and associate member of the Institute of Chartered Accountants of Pakistan and
the Institute of Chartered Accountants in England and Wales. Mr. Umair is a seasoned professional with over 17 years of extensive
experience in financial and investment management. His range of expertise spans raising, deploying and managing capital across
multiple sectors in various countries. His experience also includes corporate advisory, operational and financial due diligence, and
audit.
About The Children’s Place
The Children’s Place is
an omni-channel children’s specialty portfolio of brands with an industry-leading digital-first model. Its global retail and wholesale
network includes four digital storefronts, more than 500 stores in North America, wholesale marketplaces and distribution in 16 countries
through six international franchise partners. The Children’s Place designs, contracts to manufacture, and sells fashionable, high-quality
apparel, accessories and footwear predominantly at value prices, primarily under its proprietary brands: “The Children’s Place”,
“Gymboree”, “Sugar & Jade”, and “PJ Place”. For more information, visit: www.childrensplace.com and www.gymboree.com,
as well as the Company’s social media channels on Instagram, Facebook, X, formerly known as Twitter, YouTube and Pinterest.
Forward Looking Statements
This press release contains or may
contain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995, including but not limited to statements relating to the Company’s strategic initiatives and results of operations,
including adjusted net income (loss) per diluted share. Forward-looking statements typically are identified by use of terms such as
“may,” “will,” “should,” “plan,” “project,” “expect,”
“anticipate,” “estimate” and similar words, although some forward-looking statements are expressed
differently. These forward-looking statements are based upon the Company’s current expectations and assumptions and are
subject to various risks and uncertainties that could cause actual results and performance to differ materially. Some of these risks
and uncertainties are described in the Company’s filings with the Securities and Exchange Commission, including in the
“Risk Factors” section of its annual report on Form 10-K for the fiscal year ended February 3, 2024. Included among the
risks and uncertainties that could cause actual results and performance to differ materially are the risk that the Company will be
unable to achieve operating results at levels sufficient to fund and/or finance the Company’s current level of operations and
repayment of indebtedness, the risk that the Company will be unsuccessful in gauging fashion trends and changing consumer
preferences, the risks resulting from the highly competitive nature of the Company’s business and its dependence on consumer
spending patterns, which may be affected by changes in economic conditions (including inflation), the risk that the Company’s
strategic initiatives to increase sales and margin are delayed or do not result in anticipated improvements, the risk of delays,
interruptions, disruptions and higher costs in the Company’s global supply chain, including resulting from disease outbreaks,
foreign sources of supply in less developed countries, more politically unstable countries, or countries where vendors fail to
comply with industry standards or ethical business practices, including the use of forced, indentured or child labor, the risk that
the cost of raw materials or energy prices will increase beyond current expectations or that the Company is unable to offset cost
increases through value engineering or price increases, various types of litigation, including class action litigations brought
under securities, consumer protection, employment, and privacy and information security laws and regulations, the imposition of
regulations affecting the importation of foreign-produced merchandise, including duties and tariffs, risks
related to the existence of a controlling shareholder, and the uncertainty of weather patterns. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the date they were made. The Company undertakes no
obligation to release publicly any revisions to these forward-looking statements that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
The Children’s Place Contact:
Investor Relations (201) 558-2400 ext. 14500
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