Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - Mahwah Bergen Retail Group, Inc. | asnaprovidesabusinessupdat.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
March 24, 2020
Date of Report (date of earliest event reported)
ASCENA RETAIL GROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware | 0-11736 | 30-0641353 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
933 MacArthur Boulevard
Mahwah, New Jersey 07430
(Address of principal executive offices, including zip code)
(551) 777-6700
(Registrant’s telephone number, including area code)
(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:
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-4c)) |
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, par value $0.01 per share | ASNA | The Nasdaq Global Select Market |
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). | |
Emerging growth company o | |
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 provided pursuant to Section 13(a) of the Exchange Act. o | ||
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On March 24, 2020, as the result of the COVID-19 pandemic, the Compensation and Stock Incentive Committee of the Board of Directors (the “Board”) of Ascena Retail Group, Inc. (the “Company”) approved the following management-recommended actions, effective March 29, 2020: (1) the annual base salary of the Company’s Chief Executive Officer will be reduced by 50%, (2) the annual base salary of the Company’s Interim Executive Chair of the Board will be reduced by 50%, (3) the annual base salary of the Company’s Executive Vice President and Chief Financial Officer will be reduced by 40%, and (4) the annual base salary of the Company’s Senior Vice President, General Counsel and Corporate Secretary will be reduced by 35%.
Item 7.01 Regulation FD Disclosure.
On March 30, 2020, the Company issued a press release providing an additional business update relating to the impact of the COVID-19 pandemic.
A copy of the press release is furnished as Exhibit 99.1 to his Current Report on Form 8-K. The information furnished pursuant to this Item 7.01, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |
Press Release issued March 30, 2020. | ||
Forward-Looking Statements
Certain statements or information made within this Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially. Forward-looking statements are statements related to future, not past, events, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “estimate,” “forecast,” “target,” “preliminary,” or “range,” including, without limitation, compensation of the Company’s executive officers and other impacts of the COVID-19 pandemic on the Company’s business. The Company does not undertake to publicly update or review its forward-looking statements even if experience or future changes make it clear that our projected results expressed or implied will not be achieved. Detailed information concerning a number of factors that could cause actual results to differ materially from the information contained herein is readily available in the Company’s most recent Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission.
SIGNATURE
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.
ASCENA RETAIL GROUP, INC.
(Registrant)
Date: March 30, 2020
By: | /s/ Dan Lamadrid |
Dan Lamadrid | |
Executive Vice President and Chief Financial Officer | |
(Principal Financial Officer) | |