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
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January
29, 2010
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Date
of Report (Date of earliest event
reported)
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THE
GYMBOREE CORPORATION
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(Exact
Name of Registrant as Specified in
Charter)
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Delaware
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000-21250
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94-2615258
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File No.)
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(IRS
Employer
Identification
No.)
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||
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500
Howard Street, San Francisco, CA
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94105
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(Address
of principal executive offices)
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(Zip
Code)
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|||
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(415)
278-7000
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||||
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(Registrant’s
telephone number, including area
code)
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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 communication
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))
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Item 5.02
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Departure of
Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(b) On
January 29, 2010, Blair W. Lambert resigned as Chief Financial Officer of The
Gymboree Corporation (the "Company"), effective January 30, 2010. Mr.
Lambert intends to continue in his capacity as the Company's Chief Operating
Officer through November 2010. He remains a director of the Company
and intends to continue to serve as a director following his retirement as an
executive officer.
(c) In
connection with Mr. Lambert's change of responsibilities, on February 1, 2010,
the Company's Board of Directors appointed Jeffrey P. Harris as the Company's
Chief Financial Officer, effective immediately. Mr. Harris, 46,
previously held the position of Vice President, Finance since joining the
Company in July 2005. In 2004, he served as Vice President of Finance
for CBS MarketWatch, a leading multimedia source of financial news and
information, until its sale to Dow Jones in 2005. From 2001 to 2004,
Mr. Harris was employed at Lucasfilm in the capacity of Corporate
Controller. Prior to that time, he worked in the Consumer Products
division of The Walt Disney Company, an entertainment company, as Controller and
Director of Finance for its Art and Collectibles division. Mr. Harris
also spent over seven years working in various finance and audit roles for the
Tribune Company based in Chicago, Illinois. Mr. Harris is a Certified Public
Accountant (inactive).
In
connection with Mr. Harris's appointment as Chief Financial Officer, the
Compensation Committee of the Board of Directors approved compensation
arrangements with Mr. Harris including an annual salary of $285,000 and
participation in the Company’s cash incentive bonus plan for fiscal 2010 with a
target payout at 65% of his base salary. The Compensation Committee
also granted Mr. Harris a restricted stock award for 25,000 shares of the
Company’s common stock under the Company's 2004 Equity Incentive
Plan. The award contains performance criteria that must be satisfied
during fiscal 2010. At the end of fiscal 2010, the portion of the
award that is earned will be determined based on actual performance and 25% of
that earned portion, if any, will vest. The remaining 75% of the
earned portion of the award will vest in annual increments of 25% over three
years provided that Mr. Harris remains employed by the Company.
As a
participant in the Company's Amended and Restated Management Change of Control
Plan, if Mr. Harris is terminated involuntarily, other than for death,
disability or cause, at any time within 18 months following a change of control
of the Company, he will be eligible to receive a payment equal to 300% of his
annual compensation (from his previous level of participation at 200% of annual
compensation) and a pro-rated bonus, in a single lump-sum payment, less
applicable taxes, and COBRA premiums continuation payments for 18
months. Mr. Harris continues to participate in the Company's Amended
and Restated Management Severance Plan on the same basis as all other executive
officers (eligibility for potential severance payments equal to 100% of base
salary).
(d) On
February 1, 2010, the Company's Board of Directors elected Scott A. Ryles as a
director, effective immediately, to serve as a Class II director with a term
expiring at the annual meeting of stockholders in 2010. Mr. Ryles'
membership on committees of the Company's Board of Directors has not been
determined. Mr. Ryles will receive an annual retainer fee and an
annual restricted stock award as compensation for his service as a director
pursuant to the Company’s standard compensation arrangements for non-employee
directors, as described in more detail in "2008 Director Compensation Table" in
the Company's Definitive Proxy Statement on Schedule 14A filed with
the Commission on April 30, 2009.
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.
| THE GYMBOREE CORPORATION | |||
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Dated: February
4, 2010
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By:
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/s/ KIMBERLY HOLTZ MACMILLAN | |
| Name: Kimberly Holtz MacMillan | |||
| Title: Vice President and General Counsel | |||