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): May 26, 2017

 

 

 

 

Lumber Liquidators Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware

(State or Other Jurisdiction

of Incorporation)

001-33767

(Commission File Number)

27-1310817

(IRS Employer

Identification No.) 

 

3000 John Deere Road, Toano, Virginia 23168

(Address of Principal Executive Offices) (Zip Code)

 

(757) 259-4280

(Registrant’s telephone number, including area code)

 

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 (see General Instruction A.2. below):

 

☐ 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))

 

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 March 22, 2017, Lumber Liquidators Holdings, Inc. (the “Company”) appointed Timothy J. Mulvaney, age 48, as Senior Vice President, Chief Accounting Officer. Mr. Mulvaney’s employment with the Company is expected to begin on or about June 5, 2017 and he will report to Marty Agard, the Company’s Chief Financial Officer. On May 26, 2017, the Company issued a press release announcing Mr. Mulvaney’s appointment. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into Item 5.02 of this Current Report on Form 8-K.

 

Prior to his appointment, Mr. Mulvaney most recently served as Chief Accounting Officer of Media General, Inc. (“Media General”) from January 2012 and Controller of Media General from July 2009, in each case through the effective time of the merger between Media General and Nexstar Broadcasting Group, Inc., subsequent to which Mr. Mulvaney assisted Media General with the transition. Prior to serving as Controller and Chief Accounting Officer of Media General, Mr. Mulvaney served in various other financial roles with Media General beginning in 1997. Prior to joining Media General, Mr. Mulvaney was also with Ernst & Young LLP from 1991 to 1997. Mr. Mulvaney is a certified public accountant.

 

Mr. Mulvaney was appointed pursuant to the terms of an offer letter agreement, dated March 22, 2017 (the “Offer Letter Agreement”). The Offer Letter Agreement with Mr. Mulvaney provides that Mr. Mulvaney will receive an annual base salary of $250,000. Mr. Mulvaney will be eligible to participate in the Company’s annual bonus plan for executive management, with a target payout of 40% of his annual base salary and the opportunity to earn a maximum of 150% of his target payout. In addition, Mr. Mulvaney will receive an equity award, consisting of 50% options and 50% restricted stock, with a total cumulative value of $100,000 that vests ratably over four years.

 

Pursuant to the Offer Letter Agreement, if Mr. Mulvaney’s employment is terminated without cause (as defined in the Offer Letter Agreement) within eighteen (18) months of his actual hire date and provided he executes (i) a severance benefit agreement within thirty (30) days of his actual hire date and (ii) a general release and waiver, he will be entitled to (a) salary continuation in the amount equivalent to his base salary in effect as of his termination date for 52 weeks, subject to standard payroll deductions and withholdings and (b) for a period of up to 52 weeks, payment by the Company of a portion of the COBRA payments such that Mr. Mulvaney’s premium payment does not exceed what he otherwise would have paid if he were employed.

 

The foregoing description of the Offer Letter Agreement is qualified in its entirety by reference to the full text of the Offer Letter Agreement, which has been filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

  

(d) Exhibits.  

 

  Exhibit No. Description
     
  10.1 Offer Letter Agreement with Timothy J. Mulvaney, dated March 22, 2017
     
  99.1 Press release dated May 26, 2017

  

 

 

 

  

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.

 

Date: May 26, 2017

 

  LUMBER LIQUIDATORS HOLDINGS, INC.
     
     
  By: /s/ Jill Witter
    Jill Witter
    Secretary, Chief Legal Officer and Chief Compliance Officer

 

 

 

 

 

 

EXHIBIT INDEX

 

EXHIBIT DESCRIPTION
   
10.1 Offer Letter Agreement with Timothy J. Mulvaney, dated March 22, 2017
   

 99.1

Press release dated May 26, 2017

 

 

 

 

Exhibit 10.1  

 

LL-GEN-USELOGO-HARDWOOD BW   3000 John Deere Road, Toano, VA  23168
Phone: (757) 259-4280.● Fax:  (757) 259-7293
www.lumberliquidators.com
   

 

March 17, 2017

 

 

 

VIA EMAIL ( ______________ )

 

Mr. Timothy J. Mulvaney

 

____________________

 

____________________

 

Re: Offer Letter

 

Dear Tim:

 

This letter confirms our offer of employment to you with Lumber Liquidators Holdings, Inc. or one of its subsidiaries (individually and collectively, as applicable, “Lumber Liquidators" or the "Company"). The details of our offer are as follows:

 

· Title: Senior Vice President, Chief Accounting Officer
· Location: Toano/Richmond, Virginia
· Reports to: Chief Financial Officer
· Start Date: June 5, 2017 (unless changed upon mutual agreement between you and Marty Agard)
· Annual Base Salary: $250,000. Lumber Liquidators currently processes payroll on a weekly basis.  This is subject to change. We strongly encourage employees to receive their pay via direct deposit.
· Incentive Plan: You will be eligible to participate in the Annual Bonus Plan for Executive Management (the “Bonus Plan”). Your 100% target payout under the Bonus Plan will be equal to 40% of your annual base salary, with the opportunity to earn a maximum of 150% of your target payout based on Lumber Liquidators' performance against certain financial objectives. For 2017, any earned bonus payout will be pro-rated for your date of hire in 2017. Notwithstanding the foregoing, the awarding (or decision not to award) a payment under the Bonus Plan and the amount thereof, is a decision left to the sole discretion of Lumber Liquidators. Further, the Bonus Plan is subject to amendment, modification and/or termination by Lumber Liquidators in its sole and absolute discretion. To the extent there is any conflict between this Offer Letter and the language of the Bonus Plan, the Bonus Plan shall control.
· Equity: Lumber Liquidators will recommend to the Compensation Committee of its Board of Directors that you receive an award of equity with a total cumulative value of $100,000. The Company will recommend that 50% of such award be options and 50% be restricted stock. The valuation of the options will be made using the Black-Scholes-Merton method as of the date of award and the valuation of the restricted stock will be made using the fair market value of the shares on the grant date. If approved by the Compensation Committee, any award will be granted under, subject to and governed by the Lumber Liquidators Holdings, Inc. Amended and Restated 2011 Equity Compensation Plan, and shall be evidenced by a grant agreement. The agreement will specify, among other things, the vesting schedule, consequences of termination of employment and other applicable terms and conditions. The vesting schedule of the options will be as follows: beginning on the first anniversary of the grant date, 25% of the grant will vest on anniversary of the grant date for a period of four (4) years. While it is expected that the Compensation Committee will next award equity three (3) business days after the Company publicly announces its financial results for Q3-2017, the timing and amount of any such award to you is subject to your actual start date of employment and to the absolute discretion of the Compensation Committee and the Board of Directors. As an employee, you will be subject to the expectations and restrictions of Lumber Liquidators' Insider Trading Policy, a copy of which is provided at the time of hire and is available upon request to Human Resources.

 

    1

 

 

· Severance Benefit: If your employment with Lumber Liquidators is terminated by the Company without "Cause" (as defined in the applicable agreement) within eighteen (18) months of your actual hire date and provided you have executed (i) a severance benefit agreement propounded by and acceptable to the Company within 30 days of your actual hire date, and (ii) a General Release and Waiver as provided in such agreement, the Company will pay you severance in the form of salary continuation in the amount equivalent to your base salary in effect as of your termination date for fifty-two (52) weeks, subject to standard payroll deductions and withholdings. The Company will also pay, for a period up to fifty-two (52) weeks, a portion of the COBRA premium cost such that Employee’s premium payment does not exceed what Employee would otherwise have paid if Employee were employed.
· Performance Review and Merit Increase:  Your performance will be reviewed periodically with you by your supervisor, but no less than annually. Merit increases are discretionary based on performance and business considerations.
· Benefits Eligibility: You will be eligible to participate in benefit plans offered through Lumber Liquidators per the terms and conditions of those plans. During your orientation, you will be given more information regarding these plans and a copy of our benefits summary in effect at your time of hire. Following your first day of employment, you will also be able to access the full Benefits Guide in effect on our Company intranet.
· Paid Time Off (PTO):   Per the terms and conditions of the Lumber Liquidators Paid Time Off (“PTO”) Policy, you will be eligible to accrue up to a maximum of 160 hours of PTO annually and thereafter until your service milestones result in a higher annual accrual amount. Your 2017 accrual will be pro-rated based on your actual date of hire in 2017.
· Holidays: Lumber Liquidators observes six scheduled holidays each year. Those holidays currently are New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. The holiday schedule is established in advance of each year and is subject to change.

 

This offer of employment is contingent on (1) satisfactory results of a drug screening test, (2) executive background verification, (3) your executing the Confidentiality, Non-Solicitation and Non-Competition Agreement, and (4) your ability to show that you are eligible to work in the United States.

 

On your first day of employment, you will be required to provide your social security card for payroll purposes, and proof of identity and employment eligibility in order to complete an Employment Eligibility Verification (I-9) form. A list of acceptable documents is enclosed. Please note that, if you do not have one document from List A, you must bring one document from List B and one document from List C.

 

Please ensure that you bring the proper documentation with you on your first day of employment. Your subsequent failure to provide the necessary documentation as required by federal law may result in the termination of your employment. Please note that your name for payroll purposes must match exactly with your social security records. To expedite the orientation process, please complete the attached forms and bring these with you on your first day.

 

    2

 

 

Please acknowledge your acceptance of this offer by signing and returning a copy of this letter and the Incorporated Documents, all in their entirety, no later than March 28, 2017 to me via email to ____________, or via confidential fax to ______________. By signing this offer, you are, among other things, representing to Lumber Liquidators that there are no legal or equitable agreements or restrictions that would prevent, limit, impair or otherwise compromise your ability to comply with the terms of this offer and perform on behalf of Lumber Liquidators.

 

Please note that your employment with Lumber Liquidators is at-will and neither this document nor any other oral or written representations may be considered a contract of employment for any specific length of time. You retain the option, as does Lumber Liquidators, of ending your employment with Lumber Liquidators at any time, with or without notice and with or without cause.

 

If you have questions regarding any of the above, please feel free to contact me by telephone at ___________ (office) or _____________ (mobile), or by email.

 

We look forward to you joining the Lumber Liquidators team and working with you to further our success.

 

Sincerely,

 

/s/ Sandra C. Whitehouse

 

Sandra C. Whitehouse

Chief Human Resources Officer

 

 

ACKNOWLEDGEMENT and AGREEMENT: As indicated by my signature below on this letter, I acknowledge its receipt and my understanding and acceptance of its contents. I agree that should I terminate employment with Lumber Liquidators or if my employment is terminated for cause, any monies owed for reimbursement of expenses or other sums under this offer letter will be deducted from my final paychecks.

 

Signature: /s/ Timothy J. Mulvaney              Date:       3/22/17                         
                  Timothy J. Mulvaney  

 

Cc: Marty Agard, Chief Financial Officer

 

Attachments: Confidentiality, Non-Solicitation and Non-Competition Agreement
                        Annual Bonus Plan for Executive Management
                        Severance Benefit Agreement  

  

    3

 

 

Exhibit 99.1

 

 

LUMBER LIQUIDATORS ANNOUNCES

NEW SENIOR MANAGEMENT APPOINTMENT

 

TOANO, Va., May 26, 2017 – Lumber Liquidators (NYSE: LL), the largest specialty retailer of hardwood flooring in North America, today announced that it has appointed Timothy J. Mulvaney as Senior Vice President, Chief Accounting Officer, who will report to Marty Agard, the Company’s Chief Financial Officer. Mr. Mulvaney is a certified public accountant and spent the last 20 years in various financial roles with Media General. Since 2012, Mr. Mulvaney served as Media General’s Chief Accounting Officer, and served as their Controller since 2009 - in each case through the effective time of the merger between Media General and Nexstar Broadcasting Group, Inc. Prior to joining Media General, Mr. Mulvaney spent six years at Ernst & Young LLP.

 

Dennis Knowles, Chief Executive Officer, commented, “We are extremely pleased to have Tim join our Lumber Liquidators team. We believe his long-term experience with a public company, with a broad range of experience in technical accounting and team-building, will enable him to make immediate contributions to our business and operations. Further, we welcome the insight that he will bring to the Company with his fresh perspective and new ideas.”  

 

About Lumber Liquidators

 

With 385 locations, Lumber Liquidators is North America's largest specialty retailer of hardwood flooring. The Company features more than 400 top quality flooring varieties, including solid and engineered hardwood, bamboo, cork, laminate and resilient vinyl. Additionally, Lumber Liquidators provides a wide selection of flooring enhancements and accessories to complement, install and maintain your new floor. Every location is staffed with flooring experts who can provide advice and useful information about Lumber Liquidators' low priced product, much of which is in stock and ready for delivery.

 

With premier brands including Bellawood and Morning Star Bamboo, Lumber Liquidators' flooring is often featured on popular television shows such as HGTV's Dream Home and This Old House. For more information, please visit www.LumberLiquidators.com or call 1.800.HARDWOOD. 

 

Lumber Liquidators aims to be the industry leader in sustainability. For more information, please visit www.LumberLiquidators.com/Sustainability . Le arn more about our corporate giving program at LayItForward.LumberLiquidators.com . You can also follow the Company on Facebook and Twitter .

 

For further information contact:

 

Lumber Liquidators Investor Relations

Steve Calk

Tel: 757.566.7512