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): June 28, 2022
(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.
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(Address of Principal Executive Offices)
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(Zip Code)
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(717 ) 657-2300
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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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Emerging growth company
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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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On June 28, 2022, a subsidiary of Ollie’s Bargain Outlet Holdings, Inc. (the “Company”), entered into an amendment (the “Amendment”)
to its employment agreement (as amended, the “Employment Agreement”) with Mr. Eric van der Valk pursuant to which: (1) Mr. van der Valk’s base salary was increased from $400,000 to $525,000 a year; (2) the calculation for Mr. van der Valk’s
performance bonus based on Target EBITDA (as defined in the Employment Agreement) was increased to 75% of base salary rather than 50% of such amount; and (3) the calculation for Mr. van der Valk’s performance bonus based on the Maximum EBITDA
Threshold (as defined in the Employment Agreement) was increased to 150% of base salary rather than 100% of such amount.
The foregoing description of the Amendment to the Employment Agreement is qualified in its entirety by reference to the Amendment, a copy of which is
attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.
| Item 9.01 |
Financial Statements and Exhibits.
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(d)
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Exhibits. The following exhibits are filed with this report:
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EXHIBIT INDEX
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Exhibit No.
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Description
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Amendment to Employment Agreement, dated June 28, 2022, by and between Ollie’s Bargain Outlet, Inc. and Eric van der Valk.
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104
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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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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OLLIE’S BARGAIN OUTLET HOLDINGS, INC.
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Date: June 28, 2022
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By:
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/s/ James Comitale
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Name: James Comitale
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Title: SVP, General Counsel
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Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (“Amendment”) is entered into as of June 28, 2022, by and between Eric van der Valk, an
individual (“Employee”), and Ollie’s Bargain Outlet, Inc. (the “Company”), an indirect, wholly-owned subsidiary of Ollie’s Bargain Outlet Holdings, Inc.
WHEREAS, the Company and the Employee are party to that certain employment agreement dated May 3, 2021 (the “Employment Agreement”);
WHEREAS, the Company has determined that it is in the best interests of the Company to amend the Employment Agreement to reflect the
changes set forth herein; and
WHEREAS, capitalized terms that are not defined herein shall have the same meaning as set forth in the Employment Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows:
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Amendment to Employment Agreement.
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a. The first sentence of Section 3
of the Employment Agreement is amended and restated in its entirety to read as follows:
“As compensation for all services provided by you during the Term of Employment, and subject to your performance in accordance with the
terms of this Agreement, the Company shall pay you a base salary at a rate of $525,000 per annum (the per annum amount in effect from time to time being referred to herein as the “Base Salary”).
b. The penultimate sentence of
Section 3 of the Employment Agreement is amended and restated in its entirety to read as follows:
“The amount of Base Salary shall be re-evaluated annually by the Compensation Committee of the Board of Directors of the Company, or, if
no such committee exists, the Board of Directors of the Company (the “Board”); provided, that the Base Salary may not be reduced to an amount below $525,000.”
c. With respect to the first
paragraph of Section 4 and the table immediately following such paragraph, (i) the percentage referenced in subparagraph (a) shall be 75%, (ii) the percentage referenced in subparagraph (c) shall be 150%, and (iii) the references to “Bonus
Amount” in the chart immediately following the paragraph shall be adjusted accordingly so that the bonus associated with Company EBITDA for fiscal year that is equal to or greater than Maximum EBITDA Threshold shall be 150% of Base Salary and the
bonus associated with Company EBITDA for fiscal year that is equal to Target EBITDA shall be 75% of Base Salary.
d. With respect to Section 14, the
required copy to Weil Gotshal shall be replaced with a required copy to Ropes & Gray LLP, 1211 Avenue of the Americas, New York, NY 10036-8704, Facsimile: (646) 728-1820, sent to the attention of Faiza Rahman.
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References. All references in the Employment Agreement to “this Agreement” and any other references of similar import shall hereinafter refer to the Employment Agreement as amended by this Amendment.
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Remaining Provisions. Except as expressly modified by this Amendment, the Employment Agreement shall remain in full force and effect. This Amendment embodies the entire agreement and understanding of the parties hereto with respect to the
subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, oral or written, relative thereto.
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Governing Law. This Amendment is made in Harrisburg, Pennsylvania, and shall be construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania.
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Amendment Effective Date. This Amendment shall be effective June 28, 2022; provided that the increased Base Salary and changes to maximum EBIDTA threshold and target EBIDTA percentages related to the Bonus shall be applied retroactively, as of
June 5, 2022.
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Counterparts. This Amendment may be executed by either of the parties hereto in counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
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[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above.
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OLLIE’S BARGAIN OUTLET, INC.
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/s/ John Swygert
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Name:
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John Swygert
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Title:
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President & CEO
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ACCEPTED AND AGREED:
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/s/ Eric van der Valk
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Eric van der Valk
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