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): February 24, 2016
CHRISTOPHER & BANKS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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001-31390 |
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06-1195422 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
2400 Xenium Lane North
Plymouth, Minnesota 55441
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (763) 551-5000
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:
☐ 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))
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) Effective as of February 24, 2016, Christopher & Banks Corporation (the “Company”) and LuAnn Via, the Company’s President and Chief Executive Officer, entered into Amendment No. 1 (“Amendment No. 1”) to her amended and restated employment agreement (the “Amended Agreement”).
As provided in Amendment No. 1: (i) the Company and Ms. Via have extended the term of the Agreement from January 28, 2017, to July 29, 2017 (the last day of the Company’s second quarter for fiscal 2017); (ii) the Amended Agreement shall automatically renew through February 3, 2018 (the end of the Company’s 2017 fiscal year) unless one party provides the other with written notice to terminate the Amended Agreement ninety (90) or more days prior to July 29, 2017 or, after such automatic renewal, prior to February 3, 2018; and (iii) the number of days of vacation Ms. Via is entitled to in a calendar year was changed from thirty (30) to forty (40).
The foregoing summary of the Amended Agreement is qualified in its entirety by reference to the Amendment No. 1, a copy of which is filed as Exhibit 10.1 to this current Report on Form 8-K and incorporated herein by reference.
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Item 9.01 |
Financial Statements and Exhibits. |
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(d) |
Exhibits: |
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10.1 |
Amendment No. 1 to the Amended and Restated Employment Agreement between Christopher and Banks Corporation and LuAnn Via effective as of February 24, 2016. |
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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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CHRISTOPHER & BANKS CORPORATION |
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Date: February 25, 2016 |
By: |
/s/ Luke R. Komarek |
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Luke R. Komarek |
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Senior Vice President, General Counsel |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CHRISTOPHER & BANKS CORPORATION
EXHIBIT INDEX TO FORM 8-K
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Date of Report: |
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Commission File No.: |
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February 24, 2016 |
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001-31390 |
CHRISTOPHER & BANKS CORPORATION
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Exhibit Number |
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Description |
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10.1 |
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Amendment No. 1 to the Amended and Restated Employment Agreement between |
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Christopher & Banks Corporation and LuAnn Via effective as of February 24, 2016. |
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AMENDMENT NO. 1 TO
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “ Amendment ”) is entered into as of the 24th day of February, 2016, between Christopher & Banks Corporation, a Delaware corporation with its headquarters located in Plymouth, Minnesota (the “ Company ”), and LuAnn Via (the “ Executive ”).
RECITALS
WHEREAS , the Company employs Executive as the Company’s President and Chief Executive Officer pursuant to an Amended and Restated Employment Agreement entered into as of June 26, 2014 (the “ Agreement ”);
WHEREAS , the initial term of the Agreement expires on January 28, 2017;
WHEREAS , the Company and Executive desire to extend the term of Executive’s employment under the terms of the Agreement (as modified herein) until July 29, 2017, as the Company’s President and Chief Executive Officer, and to make certain other modifications to the Agreement; and
WHEREAS , Section 17.2 of the Agreement provides that amendments to the Agreement must be in writing and signed by each of the parties to the Agreement.
AGREEMENT
NOW, THEREFORE , in consideration of Executive’s employment as the Company’s President and Chief Executive Officer, the foregoing recitals, the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive hereby agree to amend and modify the Agreement, effective as of the date hereof, as follows:
1. Section 2.1 (“ Term ”) is hereby amended and restated in its entirety to read as follows:
“The initial term of this Amended Agreement (as amended by Amendment No. 1 hereto) shall be the period commencing on the Commencement Date and ending on July 29, 2017 (the end of the second quarter of the Company’s 2017 fiscal year), unless terminated earlier as provided in Articles 11 or 12. This Amended Agreement shall automatically renew through February 3, 2018 (the end of the Company’s 2017 fiscal year), unless terminated pursuant to Articles 11 or 12 or one party provides the other with written notice of its intent to terminate this Amended Agreement ninety (90) days or more prior to July 29, 2017, or, after such automatic renewal, prior to February 3, 2018.”
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2. Section 4.6 (“ Vacation ”) is hereby amended in its entirety to read as follows:
“Executive shall be entitled, during each full calendar year in which this Amended Agreement remains in effect, to forty (40) days of vacation (“ Vacation ”) and pro rata portions thereof for any partial calendar year of employment, plus all Company-recognized holidays, together with sick leave, floating holiday and personal holidays per Company policy. Except as expressly provided in the Company’s applicable Vacation policy, any Vacation not used during any such calendar year may not be carried forward to any succeeding calendar year and shall be forfeited. Executive shall not be entitled to receive any payment in cash for Vacation remaining unused at the end of any year, except as expressly provided in the applicable Company Vacation policy. At separation from employment, the Company will pay Executive for any unused Vacation in the year of such separation, prorated from January 1 of the year of separation through Executive’s last day of employment to the extent consistent with the terms of the Company’s applicable Vacation policy.”
3. All capitalized and undefined terms used in this Amendment shall the meanings given to them in the Agreement.
4. No other terms or conditions of the Agreement are amended hereby, and all such other terms and conditions of the Agreement shall remain in full force and effect.
5. The parties hereby agree that this Amendment shall be construed in accordance with the internal laws of the State of Minnesota without regard to the conflict of laws thereof.
IN WITNESS WHEREOF, the Company and Executive have executed this Amendment as of the date and year first written above.
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CHRISTOPHER & BANKS CORPORATION |
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By: |
/s/ Lisa W. Wardell |
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Name: |
Lisa Wardell |
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Title: |
Chair of the Board of Directors |
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EXECUTIVE |
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/s/ LuAnn Via |
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LuAnn Via |
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