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

November 2, 2015

Date of Report (date of earliest event reported)

 

 

ASCENA RETAIL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0-11736   30-0641353

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

933 MacArthur Boulevard

Mahwah, New Jersey 07430

(Address of principal executive offices, including zip code)

(551) 777-6700

(Registrant’s telephone number, including area code)

(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-4c))

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 2, 2015, the Board of Directors (the “Board”) of Ascena Retail Group, Inc. (the “Company”) increased the size of the Board to eight directors pursuant to the Company’s by-laws, as amended by the By-law Amendment described under Item 5.03 of this Current Report on Form 8-K, and appointed Katie J. Bayne to fill the resulting vacancy as a member of the class of directors whose terms of office expire at the Company’s 2016 Annual Meeting of Stockholders (the “2016 Class”), effective immediately. Following Ms. Bayne’s appointment, the 2016 Class consists of three directors.

On November 2, 2015, the Company issued a press release announcing Ms. Bayne’s appointment to the Board, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 2, 2015, in connection with the appointment of Ms. Bayne to the Board, the Board adopted and approved an amendment to the Company’s by-laws (the “By-law Amendment”). The By-law Amendment provides that the number of directors will be fixed exclusively by one or more resolutions adopted by the Board. The Company’s by-laws previously fixed the range of the size of the Board to not more than seven or fewer than three directors as fixed from time to time by action of the stockholders or the Board.

The foregoing description of the By-law Amendment is qualified in its entirety by reference to the full text of the By-law Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No

  

Description

  3.1    Ascena Retail Group, Inc. Amendment to Amended and Restated By-laws, effective November 2, 2015.
99.1    Press Release dated November 2, 2015.

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.

 

  ASCENA RETAIL GROUP, INC.
Date: November 3, 2015   By:  

/s/ Ernest LaPorte

    Name: Ernest LaPorte
    Title: Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)

EXHIBIT INDEX

 

Exhibit No

  

Description

  3.1    Ascena Retail Group, Inc. Amendment to Amended and Restated By-laws, effective November 2, 2015.
99.1    Press Release dated November 2, 2015.

Exhibit 3.1

AMENDMENT

TO

AMENDED AND RESTATED BY-LAWS

OF

ASCENA RETAIL GROUP, INC.

The Amended and Restated By-laws of Ascena Retail Group, Inc. (the “Corporation”) are hereby amended as follows:

1. The first sentence of Section 1 of ARTICLE III thereof is deleted in its entirety and the following new first sentence of Section 1 is inserted in lieu thereof:

“The number of directors that shall constitute the whole Board of Directors shall be fixed exclusively by one or more resolutions adopted by the Board of Directors.”

As amended herein, the Amended and Restated By-laws of the Corporation are hereby ratified and confirmed and shall continue in full force and effect.

Exhibit 99.1

 

LOGO

News Release

KATIE BAYNE TO JOIN ASCENA RETAIL GROUP BOARD OF DIRECTORS

Mahwah, NJ: November 2, 2015 — ascena retail group ( NASDAQ:ASNA ) (“ascena” or “the Company”) today announced that Katie Bayne has been appointed to its Board of Directors.

Ms. Bayne currently serves as Senior Vice President, Global Sparkling Brands at The Coca-Cola Company. In this role, she is responsible for global marketing, portfolio strategy, and innovation for Coca-Cola and the company’s other sparkling brands around the world.

Ms. Bayne joined Coca-Cola in 1989 in brand management, and has since held roles of increasing responsibility, focused on consumer strategy, retail marketing and consumer marketing in the U.S. and Australia. From 2010 to 2013, she was President and General Manager, Sparkling Beverages, Coca-Cola North America. Prior to her current position, Ms. Bayne served as President, North America Brands for The Coca-Cola Company. Ms. Bayne also previously served on the board of directors of ANN INC. until its acquisition by the Company in August 2015.

Elliot Jaffe, Non-Executive Chairman of the Company’s Board of Directors of ascena, commented, “We are very excited to add Katie’s deep background in strategic marketing and brand management to our Board. Her knowledge of the retail space has been informed and honed by almost three decades of executive experience at a world class company in The Coca-Cola Company. We look forward to leveraging her expertise in brand management and strategic marketing across our portfolio of brands as we continue to grow.”

About ascena retail group, inc.

ascena retail group, inc. (NASDAQ:ASNA) is a leading specialty retailer offering clothing, shoes, and accessories for missy and plus-size women under the Ann Taylor, LOFT, Lou & Grey, Lane Bryant, Cacique, maurices, dressbarn, and Catherines brands, and for tween girls under the Justice brand. ascena retail group, inc. operates through its subsidiaries approximately 4,900 stores throughout the United States, Canada and Puerto Rico. For more information about ascena retail group, visit ascenaretail.com, AnnTaylor.com, LOFT.com, louandgrey.com, lanebryant.com, cacique.com, maurices.com, dressbarn.com, catherines.com, and shopjustice.com.

Contacts:

Investor Relations

(551) 777-6895

asc-ascenainvestorrelations@ascenaretail.com

ICR, Inc.

James Palczynski

Partner

(203) 682-8229

jp@icrinc.com