Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - HG Holdings, Inc. | exhibit99_1.htm |
| EX-10.1 - EXHIBIT 10.1 - HG Holdings, Inc. | exhibit10_1.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 of earliest event reported): January 7, 2016
Stanley Furniture Company, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | No. 0-14938 | 54-1272589 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
|
|
| |
| 200 North Hamilton Street High Point, North Carolina 27260 |
27260 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (336) 884-7701
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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01
Entering into a Material Definitive Agreement
On January 7, 2016, Stanley Furniture Company, Inc. (the “Company”) entered into an Agreement (the “Agreement”) with Hale Partnership Fund, LP and Talanta Fund, L.P. (collectively and with their affiliates, the “Hale-Talanta Group”) a shareholder group that collectively owns approximately 8.9% of the Company’s outstanding common stock and who had nominated two candidates for election to the Company’s Board of Directors (the “Board”) at the 2016 Annual Stockholders meeting. Under the Agreement, the Company appointed Justyn R. Putnam to the Board and each of its committees effective immediately and the Hale-Talanta Group withdrew its nominations. With the addition of Mr. Putnam, the Board has been expanded to seven directors. Mr. Putnam’s term as a director will end at the Company’s 2016 Annual Stockholders meeting. The Board has also nominated Mr. Putnam and Glenn Prillaman, the Company’s President and Chief Executive Officer, for election by the stockholders at the 2016 Annual Meeting of Stockholders for a term that will expire at the 2019 Annual Meeting of Stockholders. The Board has approved reducing the Board back to six directors effective at the 2016 Annual Meeting of Stockholders when the term of Mr. D. Paul Dascoli expires. In August 2015, Mr. Dascoli informed the Board that, in connection with accepting a new employment opportunity and at the request of his new employer, he would not stand for re-election as a director at the 2016 Annual Meeting of Stockholders.
The Agreement contains various other terms and provisions, including with respect to standstill and voting commitments entered into by the Hale-Talanta Group. The Agreement is attached hereto as Exhibit 10.1 and is hereby incorporated by reference. The foregoing description of the Agreement pursuant to which Mr. Putnam was appointed is qualified in its entirety by reference to such exhibit. Except for the Agreement, there were no arrangements or understandings pursuant to which Mr. Putnam was appointed to the Board.
On January 7, 2016, the Company issued a press release relating to the Agreement and the appointment of Justyn R. Putnam to the Board. This press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 5.02 by reference. Mr. Putnam will receive compensation for his services on the Board in accordance with the Company’s standard compensation arrangements for non-employee directors and will enter into the standard indemnification agreement between the Company and each of its directors.
There are no transactions between Mr. Putnam and the Company that would be reportable under Item 404(a) of Regulation S-K.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
10.1
Agreement dated January 7, 2016 by and among Stanley Furniture Company, Inc. and the entities and natural persons listed on Exhibit A thereto.
99.1
Press release of the Company dated January 7, 2016 announcing the appointment of Justyn R. Putnam to the Board of Directors.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
STANLEY FURNITURE COMPANY, INC.
Date: January 7, 2017
By: /s/Anita W. Wimmer
Anita W. Wimmer
Vice President of Finance
(Principal Financial and Accounting
Officer)