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 13, 2016
SEARS HOLDINGS CORPORATION
(Exact name of registrant as specified in charter)
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Delaware
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000-51217, 001-36693
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20-1920798
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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3333 Beverly Road
Hoffman Estates, Illinois
(Address of principal executive offices)
60179
(Zip code)
Registrant’s telephone number, including area code: (847) 286-2500
(Former name or former address, if changed since last report): Not
Applicable
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On October 14, 2016, Sears Holdings Corporation (the “Company”) announced that
Jason M. Hollar has been appointed Chief Financial Officer, effective October 14, 2016.
Mr. Hollar, 43, has served as Senior Vice President,
Finance of the Company since October 2014. Prior to joining the Company, Mr. Hollar worked for Delphi Automotive PLC, an international leader in automotive parts manufacturing, serving from December 2013 to September 2014 as Vice President
and Corporate Controller and from April 2011 to November 2013 as CFO, Powertrain Systems and Delphi Europe, Middle East, and Africa. From June 1995 to April 2011, Mr. Hollar served in various finance-related management positions at Navistar
International Corporation, a holding company with international subsidiaries serving multiple areas of the automotive industry, including truck, parts, engines and financial services.
In connection with his appointment, Mr. Hollar entered into a letter agreement with the Company (the “Letter Agreement”), dated
October 13, 2016. The Letter Agreement provides for the following: (i) an annual base salary of $700,000, (ii) a one-time special payment of $100,000 to be paid within thirty days following December 31, 2017, provided
Mr. Hollar remains actively employed with the Company through the date payment is made and (iii) a minimum annual incentive bonus under the Company’s Annual Incentive Plan of $287,500 for the 2017 and 2018 fiscal years. In addition,
the Letter Agreement also clarifies or modifies in immaterial respects certain terms of Mr. Hollar’s Executive Severance Agreement with the Company, dated September 18, 2014. All other terms and conditions of his employment not
specifically addressed in the Letter Agreement remain in full force and effect.
A copy of the Letter Agreement is attached hereto as Exhibit 10.1 and is
incorporated herein by reference. The foregoing description of the terms of the Letter Agreement is qualified in its entirety by reference to the full text of the Letter Agreement.
The Company issued a press release announcing the foregoing events, which is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
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Exhibit 10.1
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Letter from Registrant to Jason M. Hollar, dated October 13, 2016.
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Exhibit 99.1
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Press Release, dated October 14, 2016.
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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.
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SEARS HOLDINGS CORPORATION
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By:
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/s/ Kristin M. Coleman
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Kristin M. Coleman,
Senior Vice President,
General Counsel and Corporate Secretary
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Date: October 14, 2016
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EXHIBIT INDEX
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Exhibit 10.1
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Letter from Registrant to Jason M. Hollar, dated October 13, 2016.
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Exhibit 99.1
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Press Release, dated October 14, 2016.
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Exhibit 10.1
October 13, 2016
Jason
M. Hollar
Dear Jason,
On behalf of Sears Holdings
Corporation (“SHC”), subject to the approval of the Compensation Committee (“Compensation Committee”) of Sears Holdings Corporation’s Board of Directors, I am pleased to provide you, effective October 14, 2016, with the
following changes to your position and compensation:
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1.
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You will serve as and have the title of Chief Financial Officer of Sears Holdings Corporation.
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You will receive base salary at an annual rate of $700,000.
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You will receive a one-time special payment of $100,000, subject to applicable tax withholdings, within thirty (30) days following December 31, 2017, provided you remain actively employed by SHC through the
date payment is made.
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4.
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Subject to all terms and conditions of the Sears Holdings Corporation Annual Incentive Plan, including but not limited to the requirement you remain actively employed by SHC through the payment date, your minimum annual
incentive bonus for the 2017 and 2018 fiscal years shall be $287,500.
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5.
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To clarify and confirm the treatment of the Special LTI Award, as provided for under the offer letter you executed on September 18, 2014 (the “Offer Letter”): If you are involuntarily terminated without
Cause or terminate for Good Reason (as such terms are defined by the Executive Severance Agreement between SHC and you, executed on September 18, 2014 (the “ESA”)) before October 6, 2017, you shall be entitled to the third
installment of the Special LTI Award provided for under the Offer Letter, to be paid in a lump-sum net of applicable withholdings within thirty (30) days of your last day worked.
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The definition of Good Reason provided in Section 2(c) of the ESA shall be expanded to include a material diminution in your authority, duties, or responsibilities. This paragraph constitutes an amendment to the
foregoing provision of the ESA.
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All terms and conditions of your employment not specifically addressed in this letter remain in full force
and effect, including but not limited to the terms of the Offer Letter and ESA, both dated September 18, 2014.
(Signatures on next
page)
Jason M. Hollar
October 13, 2016
Page 2
To acknowledge and accept these changes, please sign and date below.
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Very truly yours,
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/s/ Tiffany Morris
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Tiffany Morris
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Vice President, Human Resources
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Accepted:
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/s/ Jason M. Hollar
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10/13/16
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Jason M. Hollar
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Date
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Exhibit 99.1
NEWS MEDIA CONTACT:
Sears
Holdings Public Relations
(847) 286-8371
FOR IMMEDIATE RELEASE:
October 14, 2016
SEARS
HOLDINGS NAMES JASON HOLLAR
CHIEF FINANCIAL OFFICER
HOFFMAN ESTATES, Ill. – Sears Holdings (NASDAQ:
SHLD
) announced today that Jason Hollar has been promoted to chief financial officer, effective
immediately. The company previously announced in May that Robert A. Schriesheim would be departing from his position with the company to focus on his other business interests and pursue other career opportunities.
Mr. Hollar, 43, joined Sears Holdings in October 2014 as senior vice president, finance overseeing the financial planning & analysis function,
the business finance relationship with centralized finance, and procurement. The company also announced today that it has consolidated responsibility for internal audit, treasury and the capital markets finance functions under Robert Riecker, 52,
who has served as vice president and controller since 2011 and will continue as controller while also serving as head of capital markets activities.
“We are fortunate to have a deep bench of finance leadership as Sears Holdings continues to transform its business to an asset-light organization
centered on its Shop Your Way program powered by our integrated retail innovations,” said Edward S. Lampert, Sears Holdings’ Chairman and CEO. “In his time with the company, Jason has been focused on driving efficiencies and creating
value as our company undergoes rapid change. His leadership and financial acumen are important skills as we accelerate our transformation and deliver for our members, associates, and shareholders.”
Mr. Lampert continued, “Additionally, we are extremely fortunate to have a seasoned, respected finance professional in Rob who has a depth of
experience with our business and who has served in a variety of roles during his 11 years with the company.”
Prior to joining Sears Holdings,
Mr. Hollar was at Delphi Automotive, where he served as Vice President and Corporate Controller. Prior to Delphi, Jason spent the bulk of his career at Navistar International. He has over 20 years of finance experience including business
finance, controllership, strategic planning, financial planning and analysis, and serving as a business unit CFO. Mr. Hollar received a Master’s of Business Administration with concentrations in Finance and Accounting from The University
of Chicago and a Bachelor’s of Science in Business from Indiana University.
“I’d like to thank Rob Schriesheim, who’s been leading
the financial organization for the past five years. I wish him the best in his future endeavors,” said Mr. Lampert.
About Sears Holdings Corporation
Sears Holdings Corporation (NASDAQ: SHLD) is a leading integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to
serve our members—wherever, whenever and however they want to shop. Sears Holdings is home to Shop Your Way
®
, a social shopping platform offering members rewards for shopping at Sears
and Kmart, as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United
States. For more information, visit www.searsholdings.com.
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