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: September 15, 2015
(Date of earliest event reported)
Ollie’s Bargain Outlet Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
| (State or other jurisdiction of incorporation) |
| 001-37501 | 80-0848819 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 6295 Allentown Boulevard | ||
| Suite 1 | ||
| Harrisburg, Pennsylvania | 17112 | |
| (Address of principal executive offices) | (Zip Code) | |
(717) 657-2300
(Registrant’s telephone number, including area code)
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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 15, 2015, the Board of Directors of Ollie’s Bargain Outlet Holdings, Inc. (the “Company”) elected Robert N. Fisch to serve on the Board of Directors (the “Board”), effective September 15, 2015.
Upon his appointment to the Board, Mr. Fisch will serve on the compensation committee on the Board. Mr. Joseph Scharfenberger, who previously served on the compensation committee prior to the appointment of Mr. Fisch, resigned from the compensation committee, effective as of September 15, 2015. Mr. Scharfenberger will continue to serve as a Director on the Board.
The Board affirmatively determined that Mr. Fisch is an “independent director” as defined under the NASDAQ rules, including for the purposes of serving on the compensation committee.
In connection with his election to the Board, Mr. Fisch received an annual retention fee of $50,000, payable in quarterly installments. On September 15, 2015, the Company also entered into a Stock Option Award Agreement with Mr. Fisch (the “Agreement”) pursuant to the Ollie’s Bargain Outlet Holdings, Inc. 2015 Equity Incentive Plan (the “2015 Plan”). Pursuant to the Agreement, Mr. Fisch was granted options (the “Options”) to purchase 6,250 shares of common stock of the Company (“Shares”) at an exercise price of $18.19 per Share, subject to adjustment as set forth in the Plan. The Options will vest and become exercisable in equal annual installments of 25% of the Shares over a four-year period on each anniversary of the date of the grant, subject to Mr. Fisch’s continued service through each applicable vesting date.
There are no arrangements or understandings between Mr. Fisch and any other person pursuant to which he was selected a director of the Company, nor are there any family relationships between Mr. Fisch and any of the Company’s directors or executive officers. There are no transactions between Mr. Fisch and the Company that would be required to be reported under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.
A copy of the press release regarding the election of Mr. Fisch to the Board is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed with this report:
| Exhibit No. | Description | |
| 99.1 | Press Release issued on September 21, 2015 of Ollie’s Bargain Outlet Holdings, Inc. | |
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.
| OLLIE’S BARGAIN OUTLET HOLDINGS, INC. | ||
| By: | /s/ John Swygert | |
| Name: | John Swygert | |
| Title: | Executive Vice President and Chief Financial Officer | |
Date: September 21, 2015
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release issued on September 21, 2015 of Ollie’s Bargain Outlet Holdings, Inc. | |
Exhibit 99.1
Ollie’s Bargain Outlet Holdings, Inc.
Names Robert N. Fisch to Board of Directors and
Expands the Number of Board Members to Seven from Six
Harrisburg, PA., September 21, 2015 (GLOBE NEWSWIRE) — Ollie’s Bargain Outlet Holdings, Inc. (Nasdaq: OLLI) (“Ollie’s”) today announced that its board of directors elected Robert N. Fisch to the board. The appointment increases the number of board members to seven from six.
Mr. Fisch is the President, Chief Executive Officer and Chairman of the Board of rue21, inc., a fast growing specialty apparel retailer with over 1,170 stores across the United States. From February 1987 to December 1999, Mr. Fisch served as president of Casual Corner Group, Inc., a retailer of women’s apparel. Mr. Fisch served as a member of the board of directors of The Children’s Place Retail Stores, Inc., a leading publicly-traded retailer, from June 2004 until March 2013.
Mark Butler, Ollie’s Chairman, President and Chief Executive Officer, stated, “We are delighted to welcome Bob to the board and believe that we will benefit from his tremendous experience as both a seasoned executive and corporate director of leading publicly-traded retailers.”
About Ollie’s
We are a highly differentiated and fast growing, extreme value retailer of brand name merchandise at drastically reduced prices. We are known for our assortment of merchandise offered as Good Stuff Cheap®. We offer name brand products, Real Brands! Real Bargains!®, in every department, from housewares, food, books and stationery, bed and bath, floor coverings, toys, hardware and other categories. We currently operate 192 store locations in 16 states across the Eastern half of the United States. For more information, visit www.ollies.us.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “could,” “may,” “might,” “will,” “likely,” “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “continues,” “projects” and similar references to future periods. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Factors or events
that could cause our actual results to differ may emerge from time to time, and it is not possible for to predict all of them. Such factors are set forth under “Risk Factors” in our filings with the United States Securities and Exchange Commission (“SEC”), including our prospectus. Any forward-looking statement made by us in this press release speaks only as of the date on which it is made. Ollie’s undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. You are advised, however, to consult any further disclosures we make on related subjects in our public announcements and SEC filings.
Investor Relations Contact:
John Rouleau
ICR
203-682-8200
John.Rouleau@icrinc.com
Media Contact:
Dan Haines
Vice President, Marketing & Advertising
(717) 657-2300
dhaines@ollies.us