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):
August 21, 2018
BIG LOTS, INC.
(Exact name of registrant as specified in its charter)
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Ohio
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1-8897
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06-1119097
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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4900 E. Dublin-Granville Road, Columbus, Ohio
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43081-7651
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(Address of principal executive offices)
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(Zip Code)
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(614) 278-6800
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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:
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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))
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
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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.
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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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On August 28
th
, 2018 Big Lots, Inc. (“we,” “us,” “our” or “Company”) announced that it has selected Bruce K. Thorn, a well-respected retail industry executive, as the Company’s new Chief Executive Officer and President of the Company. Following a transition period with Mr. Thorn’s former employer, Tailored Brands, Inc., Mr. Thorn is expected to be formally appointed as the Chief Executive Officer and President of the Company at the end of September 2018, at which time Mr. Thorn will also be appointed as a member of the Board of Directors of the Company (“Board”), filling the vacancy created by the retirement of the Company’s former Chief Executive Officer, David J. Campisi, on April 17, 2018. Mr. Thorn’s appointment is the result of the previously disclosed formal search process to identify a permanent successor Chief Executive Officer after Mr. Campisi’s retirement.
Prior to joining us, Mr. Thorn, 51, most recently served as the President and Chief Operating Officer of Tailored Brands, Inc., a specialty retailer of men’s tailored clothing, since March 2017, after joining the company in 2015 as Executive Vice President and Chief Operating Officer. From 2007 until he joined Tailored Brands, Inc. in 2015, Mr. Thorn held various enterprise level roles with PetSmart, Inc., most recently as Executive Vice President, Store Operations, Services and Supply Chain. Mr. Thorn’s other experiences include leadership positions with Gap, Inc., Cintas Corp, LESCO, Inc. and The United States Army. Mr. Thorn earned a B.S. from the U.S. Military Academy at West Point and an M.B.A. from the University of Cincinnati.
There are no arrangements or understandings between Mr. Thorn and any other persons pursuant to which he was selected as an officer. Mr. Thorn has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Thorn’s appointment, the Company entered into an offer letter agreement with Mr. Thorn dated as of August 21, 2018 (the “Offer Letter”) setting forth Mr. Thorn’s initial compensation, which will consist of an annual base salary of $1,100,000. Mr. Thorn will be eligible to receive an annual bonus with a target of 125% of his base salary, in accordance with the Company’s bonus plan in place for senior executive officers, and an annual long-term incentive award with a target of 400% of the annual base salary, which will be subject to the terms and conditions of the Company’s 2017 Long-Term Incentive Plan (the “LTIP”). Mr. Thorn will receive a monthly vehicle allowance of $1,100 and relocation benefits. He is also entitled to participate in the Company’s Executive Severance Plan and to enter into a Senior Executive Severance Agreement, consistent with other similarly situated senior executives of the Company. In connection with the commencement of his employment with us, Mr. Thorn will receive a signing bonus in the amount of $500,000, which is subject to repayment if he voluntarily separates from the Company within 12 months. In addition, in consideration of compensation foregone from his prior employer, as soon as practicable after his start date, the Company will recommend that the Board grant a one-time equity award of restricted stock units (“RSUs”) under the LTIP with a value equal to $3,000,000. The RSUs will vest ratably in three annual installments over three years following the grant date.
Upon Mr. Thorn’s start date, Lisa M. Bachmann, Executive Vice President, Chief Merchandising & Operating Officer, and Timothy A. Johnson, Executive Vice President, Chief Administrative and Chief Financial Officer, who have been working closely with the Company’s Executive Leadership Team to carry out the Chief Executive Officer’s executive responsibilities, will return to their responsibilities under their current respective roles.
Attached as Exhibit 99.1 to this Form 8-K is a copy of the Company’s August 28, 2018 press release with respect to the foregoing.
Item 9.01
Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibits marked with an asterisk (*) are furnished herewith.
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Exhibit No.
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Description
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Offer Letter with Bruce Thorn.
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Big Lots, Inc. press release on Mr. Thorn’s appointment dated August 28, 2018.
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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.
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BIG LOTS, INC.
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Date: August 28, 2018
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By:
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/s/ Ronald A. Robins, Jr.
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Ronald A Robins, Jr.
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Senior Vice President, General Counsel
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and Corporate Secretary
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Exhibit 10.1
August 21, 2018
Bruce Thorn
RE: Offer of Employment
Dear Bruce:
Congratulations! We are pleased to offer you the position of President and Chief Executive Officer of Big Lots, Inc. (the “
Company
”). Your primary place of employment will be in Columbus, Ohio (subject to travel as needed for business reasons) and you will report to the Board of Directors of the Company (the “
Board
”). You will have duties, responsibilities and authority commensurate with your position. Upon the commencement of your employment, you will be appointed to the Board, and during your employment, you will be re-nominated to the Board upon the expiration of your Board term and each successive term. Your first day of employment is expected to be as soon as possible, on a mutually agreeable date, subject to your notice obligations to your current employer to the extent not waived. Below are the key terms of your offer of employment.
Base Salary:
$1,100,000 annual base salary (the “
Annual Salary
”), which may be increased, but not decreased, from time to time, paid in bi-weekly installments or any other schedule in accordance with the Company’s standard payroll practices and less applicable withholding taxes.
Bonus:
Eligible for 125% of Annual Salary at target and 250% of Annual Salary at the stretch/maximum payout, in accordance with the Company’s bonus plan in place for senior executive officers from time to time (currently the 2006 Bonus Plan, Amended and Restated effective May 29, 2014).
LTIP:
Eligible for a long-term incentive award in a form and subject to conditions (including vesting and performance conditions) substantially similar to those applicable to the long-term incentive awards of other similarly situated senior executives of the Company. Your initial target long-term incentive value will be 400% of your Annual Salary. Actual long-term incentive grants and payout levels are subject to the review and approval of the compensation committee of the Board each year. Long-term incentive grants are subject in all respects to the terms and conditions of the Company’s 2017 Long-Term Incentive Plan, effective as of May 25, 2017, as may be amended from time to time in accordance with its terms, or any successor plan thereto (the “
LTIP
”).
Sign On Bonus:
The Company will pay you a one-time $500,000 sign-on bonus within 30 days after your start date, less applicable withholding taxes. Should you leave on your own accord (i.e., other than as a result of (x) your being terminated by the Company without Cause (as defined in the Plan (defined below)), (y) your Constructive Termination (as defined in the Plan) or (z) your employment terminates due to death or Disability (as defined in the Plan)), within one year of this payment you agree to reimburse the Company the entire pre-tax sum.
Equity Awards:
As soon as practicable after your start date, the Company will recommend that the Board grant you a one-time equity award of restricted stock units (“
RSUs
”) under the LTIP, with a value equal to $3,000,000 based upon the closing price of the Company’s common stock on the date of grant. The RSUs will vest ratably in three annual installments over three years following the grant date. If the Company terminates your employment without Cause or if you terminate as a result of a Constructive Termination, the RSUs will accelerate and fully vest.
Executive Severance Plan:
You are eligible to participate in the Company’s Executive Severance Plan, as may be amended from time to time in accordance with its terms (the “
Plan
”), which is attached hereto in its most current form as
Exhibit A
. Notwithstanding Section 3(A) of the Plan, you will be eligible to participate in the Plan on the date you commence your employment with the Company. Your eligibility in the Plan is conditioned on your execution and return of the Acknowledgment and Agreement to the Plan, attached hereto as
Exhibit B
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Senior Executive Severance Agreement:
You will be eligible to enter into a Senior Executive Severance Agreement (the “
Agreement
”), the current form of which is attached hereto as
Exhibit C
.
Indemnification
:
You will be eligible to enter into a Indemnification Agreement with the Company (the “
Indemnification Agreement
”), the current form of which is attached hereto as
Exhibit D
.
Relocation Package:
The Company agrees to provide you with a relocation package pursuant to and subject to the terms and conditions of the Company’s Tier 1 Domestic Relocation Policy (the “
Relocation Policy
”) in connection with your commencement of employment with the Company. The Relocation Policy, as may be amended from time to time, is attached hereto in its most current form as
Exhibit E
.
Vehicle Allowance:
An allowance of $1,100 per month (less applicable withholding taxes).
HealthCare:
You will be eligible for the Company executive health/dental/vision plans on the first day of the month following 30 days of employment in accordance with the applicable plan terms as in effect from time to time. In the interim, the Company will reimburse you for any COBRA payments you may make.
Exhibit F
sets forth a high level summary of the Company’s benefit plans, as in effect in 2015, which is being provided for illustrative purposes only. Please note that the applicable premiums have modestly increased with regards to medical, vision and dental insurance, and other updates have been made to certain plans. The Company will discuss these updates and benefit plans general with you in more detail upon request.
Vacation:
Eligible for four weeks of vacation annually, subject to the Company’s vacation policy as in effect from time to time.
Sincerely,
_______________________
Ronald A. Robins, Jr. (Rocky)
SVP, General Counsel & Corporate Secretary
I, Bruce Thorn, accept the above offer of employment.
Exhibit 99.1
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PRESS RELEASE
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FOR IMMEDIATE RELEASE
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Contact: Andrew D. Regrut
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Vice President, Investor Relations
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(614) 278-6622
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BIG LOTS ANNOUNCES BRUCE THORN AS CHIEF EXECUTIVE OFFICER
Columbus, Ohio - August 28, 2018 - Big Lots, Inc. (NYSE: BIG) announced today that Bruce K. Thorn, 51, a well-respected retail industry executive, has been named Chief Executive Officer and President of Big Lots, Inc. Mr. Thorn was most recently the President and Chief Operating Officer of Tailored Brands, Inc., a leading specialty retailer of men's tailored clothing and men's formalwear. Tailored Brands announced Mr. Thorn’s resignation today. Following a transition period with Tailored Brands, Mr. Thorn is expected to be formally appointed as the CEO and President of Big Lots at the end of September, at which time Mr. Thorn will also be appointed as a director to fill the vacancy created at the time of David Campisi’s retirement in April 2018.
Mr. Thorn joined Tailored Brands in 2015 as Executive Vice President and Chief Operating Officer. In March 2017, he was named President and Chief Operating Officer. Prior to joining Tailored Brands, Mr. Thorn held various enterprise level roles with PetSmart, Inc. since 2007, most recently as Executive Vice President, Store Operations, Services and Supply Chain. Mr. Thorn’s other experiences include leadership positions with Gap, Inc., Cintas Corp, LESCO, Inc. and The United States Army. Mr. Thorn earned a B.S. from the U.S. Military Academy at West Point and an M.B.A. from the University of Cincinnati.
“Bruce Thorn is a strong strategic thinker in addition to being an accomplished retail executive and operator,” said Cynthia T. Jamison, Chair of the Nominating / Corporate Governance Committee and of the Board’s search committee. “We were fortunate to be able to consider a couple of very capable internal candidates in addition to a broad range of external candidates. Bruce’s combination of strategic vision, leadership skills and history of operational success impressed all of us and the search firm that we used in the process. We believe that he will be able to build on the Company’s transformation into a community retailer while also nimbly navigating the rapidly changing and disrupted retail environment.”
James R. Chambers, the Company’s non-executive Chair, added: “The entire Board looks forward to welcoming Bruce to Big Lots and to his leadership. We also want to express our gratitude to Lisa Bachmann, Executive Vice President, Chief Merchandising and Operating Officer, and Tim Johnson, Executive Vice President, Chief Administrative Officer and Chief Financial Officer, as well as the other members of the Company’s Executive Leadership Team (ELT), for their leadership and stewardship of the Company during the search period of the past several months. We are confident that Bruce’s addition will make an already strong and well-established management team even better.”
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Investor Relations Department
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4900 East Dublin-Granville Road
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Columbus, Ohio 43081-7651
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Phone: (614) 278-6622 Fax: (614) 278-6666
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Email: aschmidt@biglots.com
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About Big Lots, Inc.
Headquartered in Columbus, Ohio, Big Lots, Inc. (NYSE: BIG) is a community retailer operating 1,416 BIG LOTS stores in 47 states, dedicated to friendly service, trustworthy value, and affordable solutions in every season and category - furniture, food, décor, and more. We exist to serve everyone like family, providing a better shopping experience for our customers, valuing and developing our associates, and creating growth for our shareholders. Big Lots supports the communities it serves through the Big Lots Foundation, a charitable organization focused on four areas of need: hunger, housing, healthcare, and education. For more information about the Company, visit
www.biglots.com
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Cautionary Statement Concerning Forward-Looking Statements
Certain statements in this release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and such statements are intended to qualify for the protection of the safe harbor provided by the Act. The words "anticipate," "estimate," "expect," "objective," "goal," "project," "intend," "plan," "believe," "will," "should," "may," "target," "forecast," "guidance," "outlook" and similar expressions generally identify forward-looking statements. Similarly, descriptions of our objectives, strategies, plans, goals or targets are also forward-looking statements. Forward-looking statements relate to the expectations of management as to future occurrences and trends, including statements expressing optimism or pessimism about future operating results or events and projected sales, earnings, capital expenditures and business strategy. Forward-looking statements are based upon a number of assumptions concerning future conditions that may ultimately prove to be inaccurate. Forward-looking statements are and will be based upon management's then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. Although we believe the expectations expressed in forward-looking statements are based on reasonable assumptions within the bounds of our knowledge, forward-looking statements, by their nature, involve risks, uncertainties and other factors, any one or a combination of which could materially affect our business, financial condition, results of operations or liquidity.
Forward-looking statements that we make herein and in other reports and releases are not guarantees of future performance and actual results may differ materially from those discussed in such forward-looking statements as a result of various factors, including, but not limited to, current economic and credit conditions, the cost of goods, our inability to successfully execute strategic initiatives, competitive pressures, economic pressures on our customers and us, the availability of brand name closeout merchandise, trade restrictions, freight costs, the risks discussed in the Risk Factors section of our most recent Annual Report on Form 10-K, and other factors discussed from time to time in our other filings with the SEC, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. This release should be read in conjunction with such filings, and you should consider all of these risks, uncertainties and other factors carefully in evaluating forward-looking statements.
You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our public announcements and SEC filings.
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Investor Relations Department
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4900 East Dublin-Granville Road
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Columbus, Ohio 43081-7651
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Phone: (614) 278-6622 Fax: (614) 278-6666
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Email: aschmidt@biglots.com
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