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): October 8, 2024
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 7.01. | Regulation FD Disclosure. |
On October 8, 2024, The Container Store Group, Inc. (the “Company”) issued a press release announcing it has adopted a limited duration stockholder rights plan. A copy of the press release is attached hereto as exhibit 99.1.
The information disclosed in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
The following exhibit relating to Item 7.01 shall be deemed to be furnished, and not filed:
| Exhibit No. |
Description | |
| 99.1 | Press Release issued by The Container Store Group, Inc. on October 8, 2024. | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline Instance 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: October 8, 2024 | By: | /s/ Satish Malhotra |
| | | Satish Malhotra |
| | | President & Chief Executive Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
October 8, 2024
The Container Store Group, Inc. Adopts Limited Duration Stockholder Rights Plan
Board of Directors Takes Action to Protect Value for All Stockholders
Coppell, TX – October 8, 2024 – The Container Store Group, Inc. (NYSE: TCS), the nation’s leading specialty retailer offering custom spaces, organizing solutions, and in-home services, today announced that it has adopted a limited duration stockholder rights plan, which is effective immediately and is scheduled to expire on October 7, 2025.
The Company’s Board of Directors (the “Board”) adopted the rights plan in response to the rapid and significant accumulation of the Company’s common stock by a single stockholder and to protect value for all of the Company's stockholders.
The limited-duration rights plan is designed to promote the fair and equal treatment of all stockholders of the Company, ensure that the Board remains in the best position to discharge its fiduciary duties to the Company and its stockholders, guard against any stockholder obtaining undue influence over the Company through open market accumulations and provide all stockholders an opportunity to maximize the value of their investment in the Company.
The rights plan is similar to plans adopted by other publicly traded companies. Under the rights plan, one preferred stock purchase right will be distributed for each share of common stock held by shareholders of record on October 23, 2024. The rights will become exercisable if a person or group acquires 20% (the “Triggering Percentage”) or more of the Company’s common stock (including shares that are synthetically owned pursuant to derivative transactions or ownership of derivative securities). In such event, each right will entitle its holder (other than the person or group triggering the rights plan, whose rights will become void and will not be exercisable) to purchase, at the then-current exercise price, additional shares of the Company’s common stock at a 50% discount. Except as provided in the rights plan, the Board is entitled to redeem the rights at $0.01 per right. The rights will expire on October 7, 2025, subject to the Company’s right to extend such date, unless earlier redeemed or exchanged by the Company or terminated.
Under the rights plan, any person who currently owns more than the Triggering Percentage may continue to own its shares of common stock but may not acquire any additional shares without triggering the rights plan.
The rights plan does not prevent any action that the Board determines to be in the best interest of the Company and its stockholders.
The dividend distribution to establish the new rights plan will be payable to stockholders of record on October 23, 2024. Additional details about the rights plan will be contained in a Form 8-K to be filed by the Company with the Securities and Exchange Commission.
About The Container Store Group, Inc.
The Container Store Group, Inc. (NYSE: TCS) is the nation’s leading specialty retailer of organizing solutions, custom spaces, and in-home services – a concept they originated in 1978. Today, with locations nationwide, the retailer offers more than 10,000 products designed to transform lives through the power of organization.
Visit www.containerstore.com for more information about products, store locations, services offered and real-life inspiration.
Follow The Container Store on Facebook, X, Instagram, TikTok, YouTube, Pinterest and LinkedIn.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including statements regarding the purpose, adoption and objective of the rights plan, our strategic alternatives review process and our goals, strategies, priorities, challenges and initiatives and growth opportunities. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, risks relating to the purpose, adoption and objective of the rights plan, our strategic alternatives review process and our goals, strategies, priorities, challenges and initiatives and growth opportunities and the other important factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K on May 28, 2024 filed with the Securities and Exchange Commission (the “SEC”) and our other reports filed with the SEC. These factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.
Investors:
ICR, Inc. Farah Soi/Caitlin Churchill
203-682-8200
Farah.Soi@icrinc.com
Caitlin.Churchill@icrinc.com
Media:
ICR, Inc. Phil Denning/Lee Pacchia
332-242-4366
Phil.Denning@icrinc.com
Lee.Pacchia@icrinc.com