UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 14, 2018
Iconix Brand Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-10593 | 11-2481093 |
|
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
| 1450 Broadway, 3rd floor, New York, NY | 10018 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (212) 730-0030
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 September 14, 2018, Iconix Brand Group, Inc. (the “Company”) entered into an amendment (the “Amendment”) to its employment agreement dated as of June 15, 2018 with F. Peter Cuneo, Interim Chief Executive Officer of the Company. The Amendment (i) extends the term of Mr. Cuneo’s employment from September 15, 2018 to December 31, 2018 (the “Term”) and (ii) in the event that the Company hires a Chief Executive Officer prior to the end of the Term, obligates the Company to pay Mr. Cuneo two weeks of severance instead of severance until the end of the Term.
The summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Amendment No. 1 to Employment Agreement.* | |
| * Denotes management compensation plan or arrangement. |
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 thereunto duly authorized.
| ICONIX BRAND GROUP, INC. | |||
| (Registrant) | |||
| By: | /s/ Jason Schaefer | ||
| Jason Schaefer | |||
| Executive Vice President & | |||
| General Counsel | |||
Date: September 17, 2018
Exhibit 10.1
AMENDEDMENT NO. 1 TO EMPLOYMENT AGREEMENT
THIS AMENDMENT, dated as of September 14, 2018 (the “Agreement”), by and between Iconix Brand Group, Inc., a Delaware corporation (the “Company”), and Peter Cuneo (the “Executive”) to that certain Employment Agreement, dated as of June 15, 2018 (the “Employment Agreement”), by and between the Company and Executive. Except as otherwise defined in this Amendment, capitalized terms in this Amendment shall have the meanings ascribed to such terms in the Employment Agreement.
WITNESSETH
WHEREAS, the Company desires to extend the term of employment of Executive, and Executive desires to extend his term of employment by the Company, on an interim basis, pursuant to the terms as provided herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Executive hereby agree as follows:
1. Amendments. The Employment Agreement shall be amended as follows:
| (a) | Term. The reference to the date “September 15, 2018” under Section 3 of the Employment Agreement shall be deleted and replaced with the date “December 31, 2018”. |
| (b) | Compensation Upon Termination. Clause (1) under Section 5(a)(6)(c)(iv) of the Employment Agreement shall be replaced in its entirety with the following clause: “(1) continue to pay the Executive’s Base Salary through the end of the two-week period commencing on such date of termination as if such termination had not occurred, in accordance with the Company’s payroll practices and policies then in effect”. |
2. Miscellaneous.
| (a) | Except as amended pursuant to Section 1 of this Amendment, the terms and conditions of the Employment Agreement shall remain in full force and effect. |
| (b) | This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment by signing any such counterpart. This Amendment and the rights and obligations of the parties hereunder (including any claims sounding in contract law or tort law arising out of the subject matter hereof and any determinations with respect to post-judgment interest) shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York. |
[ Signature Page Follows ]
IN WITNESS WHEREOF, the parties hereto have
executed this Amendment as of the 14
th
day of September, 2018.
|
Iconix Brand Group, Inc.
|
Executive | |||
| By: | /s/ Mark Friedman | /s/ Peter Cuneo | ||
|
Mark Friedman Chairperson, Compensation Committee
|
Peter Cuneo | |||
| 2 |