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)
|
☐ |
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 2.02 |
Results of Operations and Financial Condition.
|
Item 5.02(c) |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
Item 7.01
|
Regulation FD Disclosure
|
Item 9.01
|
Financial Statements and Exhibits.
|
Exhibit No.
|
Description
|
|
99.1
|
Press Release issued on January 5, 2018 of Ollie’s Bargain Outlet Holdings, Inc.
|
|
10.1 | Amendment to Employment Agreement, dated January 5, 2018, by and between Ollie’s Bargain Outlet, Inc. and Jay Stasz. | |
10.2
|
Amendment to Employment Agreement, dated January 5, 2018, by and between Ollie’s Bargain Outlet, Inc. and John W. Swygert, Jr.
|
OLLIE’S BARGAIN OUTLET HOLDINGS, INC.
|
|||
By:
|
/s/ John Swygert
|
||
Name:
|
John Swygert
|
||
Title:
|
Executive Vice President and Chief Operating Officer
|
Exhibit No.
|
Description
|
|
Press Release issued on January 5, 2018 of Ollie’s Bargain Outlet Holdings, Inc.
|
||
10.1 | Amendment to Employment Agreement, dated January 5, 2018, by and between Ollie’s Bargain Outlet, Inc. and Jay Stasz. | |
Amendment to Employment Agreement, dated January 5, 2018, by and between Ollie’s Bargain Outlet, Inc. and John W. Swygert, Jr.
|
1.
|
Amendment to Employment Agreement
.
|
Company EBITDA for fiscal year:
|
Bonus Amount
|
||
Equal to or greater than Maximum EBITDA Threshold
|
100% of Base Salary
|
||
Equal to Target EBITDA
|
50% of Base Salary
|
||
Equal to or less than Minimum EBITDA Threshold
|
$0
|
||
2. |
References
. All references in the Employment Agreement to “this Agreement,” “Letter Agreement” and any other references of similar import shall hereinafter refer to the Employment Agreement, with Exhibits as amended by this Amendment.
|
3. |
Remaining Provisions
. Except as expressly modified by this Amendment, the Employment Agreement shall remain in full force and effect. This Amendment embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, oral or written, relative thereto.
|
4. |
Governing Law
. This Amendment is made in Harrisburg, Pennsylvania, and shall be construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania.
|
5. |
Amendment Effective Date
. This Amendment shall be effective January 5, 2018.
|
6. |
Counterparts
. This Amendment may be executed by either of the parties hereto in counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
|
OLLIE’S BARGAIN OUTLET, INC.
|
|||
By:
|
/s/ Robert Bertram | ||
Name: Robert Bertram
|
|||
Title: General Counsel
|
/s/ Jay Stasz
|
|
1.
|
Amendment to Employment Agreement
.
|
7. |
References
. All references in the Employment Agreement to “this Agreement,” “Letter Agreement” and any other references of similar import shall hereinafter refer to the Employment Agreement, with Exhibits as amended by this Amendment.
|
8. |
Remaining Provisions
. Except as expressly modified by this Amendment, the Employment Agreement shall remain in full force and effect. This Amendment embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, oral or written, relative thereto.
|
9. |
Governing Law
. This Amendment is made in Harrisburg, Pennsylvania, and shall be construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania.
|
10. |
Amendment Effective Date
. This Amendment shall be effective January 5, 2018.
|
11. |
Counterparts
. This Amendment may be executed by either of the parties hereto in counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
|
OLLIE’S BARGAIN OUTLET, INC.
|
|||
By:
|
/s/ Robert Bertram | ||
Name: Robert Bertram
|
|||
Title: General Counsel
|
/s/ John W. Swygert, Jr.
|
|
· |
Total net sales of approximately $1.070 billion;
|
· |
Comparable store sales growth of approximately 2.8%;
|
· |
Net income per diluted share (GAAP) of approximately $1.38;
|
· |
Adjusted net income per diluted share
(1)
of approximately $1.23,
excluding the loss on extinguishment of debt and income tax benefits due to the accounting change for stock based compensation; and
|
· |
Weighted diluted average shares outstanding of approximately 65.0 million.
|
(1) |
Adjusted net income per diluted share is not a measure recognized under the U.S. generally accepted accounting principles (“GAAP”). See “Non-GAAP Financial Measures” below.
|
Investor Contact:
John Rouleau
ICR
203-682-8200
John.Rouleau@icrinc.com
|
Media Contact:
Dan Haines
Ollie's Bargain Outlet
Vice President – Marketing & Advertising
717-657-2300
dhaines@ollies.us
|