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): November 9, 2022
THE CONTAINER STORE GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-36161 | | 26-0565401 |
| (State
or other jurisdiction of incorporation) |
| (Commission File Number) |
| (I.R.S.
Employer Identification No.) |
500 Freeport Parkway
Coppell, TX 75019
(Address of principal executive offices) (Zip Code)
(972) 538-6000
(Registrant’s telephone number, including area code)
N/A
(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)) |
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 | TCS | New York Stock Exchange |
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 ¨
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.
On November 9, 2022, the Board of Directors of The Container Store Group, Inc. (the “Company”) appointed Dhritiman Saha to serve as the Company’s Chief Operating Officer, effective November 14, 2022. Mr. Saha will no longer serve as the Company’s Chief Information Officer as of such date.
Mr. Saha, 51, joined the Company in May 2021, as the Company’s Executive Vice President and Chief Information Officer. Prior to joining the Company, Mr. Saha served as the Chief Digital Officer at GameStop from February 2021 to April 2021 and led e-commerce business, digital marketing & customer experience, online assortment expansion, digital and omnichannel technology & product management. Prior to GameStop, Mr. Saha served as Global Chief Customer and Digital Officer at Bodybuilding.com from December 2018 to February 2020 and as Senior Vice President of Digital for JCPenney from April 2014 to December 2018.
In connection with Mr. Saha’s appointment as the Company’s Chief Operating Officer, the Company and Mr. Saha have entered into an amendment (the “Amendment to the Employment Agreement”) to his current employment agreement (the “Employment Agreement”) reflecting his new title of Chief Operating Officer and pursuant to which Mr. Saha’s annual base salary was increased to $500,000, effective November 14, 2022. Mr. Saha’s Employment Agreement was filed with the SEC on 6/3/2021 as Exhibit 10.7 to the Company’s Annual Report on Form 10-K.
The foregoing description of the Amendment to Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the actual Amendment to Employment Agreement, which is attached as Exhibit 10.1 to this Current Report and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No. |
Description | |
| 10.1 | Amendment to Employment Agreement, dated November 4, 2022, by and between the Company and Dhritiman Saha | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| | THE CONTAINER STORE GROUP, INC. | |
| | | |
| Date: November 10, 2022 | By: | /s/ Jeffrey A. Miller |
| | | Jeffrey A. Miller |
| | | Chief Financial Officer |
Exhibit 10.1
AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of November 4, 2022, is entered into by and between The Container Store Group, Inc., a Delaware corporation (“Parent”), and any of its subsidiaries and affiliates as may employ the Executive from time to time (collectively, and together with any successor thereto, the “Company”), and Dhritiman Saha (“Executive”) (together, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Original Agreement (as defined below).
RECITALS
WHEREAS, the Company and Executive are parties to that certain Employment Agreement, dated as of April 22, 2021 (the “Original Agreement”);
WHEREAS, the Company and Executive mutually desire to amend the Original Agreement as set forth herein, effective as of the date hereof (the “Effective Date”).
NOW, THEREFORE, in consideration of Executive’s continued service with the Company, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and Executive hereby agree as follows:
AMENDMENT
| 1. | The first sentence of Section 2.3 of the Original Agreement is hereby deleted and replaced in its entirety as follows, effective as of November 14, 2022: |
“During the Term, the Executive shall serve as the Company’s Chief Operating Officer, with such customary responsibilities, duties and authority as may from time to time be assigned to the Executive by the Chief Executive Officer.”
| 2. | The first sentence of Section 3.1 of the Original Agreement is hereby deleted and replaced in its entirety as follows, effective as of November 14, 2022: |
“During the Term, the Executive shall receive a base salary at a rate of $500,000 per annum, which shall be paid in accordance with the customary payroll practices of the Company, subject to review annually for possible increase, but not decrease (other than any decrease that would not constitute Good Reason), in the Board’s discretion (the “Annual Base Salary”).”
| 3. | Effect on Original Agreement. This Amendment shall be and, as of the date hereof, is hereby incorporated into and forms a part of, the Original Agreement. Except as otherwise provided herein, the terms of the Original Agreement will remain in force and effect. |
| 1 |
| 4. | Miscellaneous. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. This Amendment shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflicts of laws principles thereof. The headings of the sections in this Amendment are inserted solely for the convenience of the parties and are not a part of and are not intended to govern, limit or aid in the construction of any term of provision hereof. This Amendment may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. |
(Remainder of page intentionally left blank)
| 2 |
IN WITNESS WHEREOF, the Company and Executive have executed this Amendment as of the date first above written.
| COMPANY | ||
| /s/ Satish Malhotra | ||
| Name: Satish Malhotra | ||
| Title: Chief Executive Officer | ||
| EXECUTIVE | ||
| /s/ Dhritiman Saha | ||
| Dhritiman Saha |
(Signature Page to Amendment to Employment Agreement)