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): June 27, 2017
SNYDER’S-LANCE,
INC.
(Exact Name of Registrant as Specified in Charter)
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North Carolina
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0-
398
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56-
0292920
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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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13515 Ballantyne Corporate Place
Charlotte, North Carolina 28277
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (704)
554-1421
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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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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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☐
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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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Indicate by check mark whether the registrant is an emerging growth company as defined in 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 June 27, 2017,
Snyder’s-Lance,
Inc. (the “Company”) announced that Mr. Brian J. Driscoll, age 58, has been appointed the Company’s President and Chief Executive Officer, effective immediately.
Mr. Driscoll has been serving in that post on an interim basis since April 11, 2017, upon the retirement of Carl E. Lee, Jr. as the Company’s President and Chief Executive Officer, and Mr. Driscoll has served on the
Company’s Board of Directors since February 2016.
Mr. Driscoll previously served as president and chief executive officer of
Diamond Foods, Inc. (“Diamond”) and was a member of the Diamond board of directors from 2012 until the Company acquired Diamond in 2016. Prior to joining Diamond, from 2010 to 2012, Mr. Driscoll was Chief Executive Officer of Hostess
Brands. From 2002 to 2010, he held senior management positions at Kraft Foods, Inc., including as President, Sales, Customer Service and Logistics, Kraft North America from 2007 to 2010. Mr. Driscoll joined Kraft Foods, Inc. as a result of
Kraft’s acquisition of Nabisco, where he worked from 1995 to 2002, first as President of Sales and Integrated Logistics and later as the Senior Vice President, Biscuit Sales and Customer Service. Earlier in his career, Mr. Driscoll held
sales and sales management positions of increasing responsibility at Nestlé USA and Procter & Gamble Company. Mr. Driscoll holds a B.S. degree from St. John’s University.
In connection with his appointment as President and Chief Executive Officer, Mr. Driscoll and the Company entered into an offer letter
dated June 27, 2017 (the “Offer Letter”). Pursuant to the Offer Letter, Mr. Driscoll will receive an annual base salary of $900,000. In addition, he will be entitled to participate in any incentive compensation plans that the
Compensation Committee of the Board of Directors may establish, including the Annual Incentive Plan (“AIP”) and Long Term Incentive Plan (“LTIP”). Under the AIP, Mr. Driscoll’s target bonus is 100% of his annual base
salary and he is eligible to participate in fiscal year 2017 on a
pro-rated
basis based upon his effective start date of June 27, 2017. Additionally, Mr. Driscoll is eligible to receive an aggregate
LTIP grant of $2,800,000 consisting of restricted stock, stock options and performance shares in the first quarter of fiscal year 2018. Mr. Driscoll is also eligible to participate in the Company’s sponsored benefit and retirement plans at
the terms and rates offered to other associates within the Company. Mr. Driscoll will also receive relocation benefits to support his move to Charlotte, NC, including a
one-time
lump sum gross amount of
$50,000 for incidental relocation expenses.
Either Mr. Driscoll or the Company may terminate his employment at any time.
Mr. Driscoll will not receive any additional compensation for his service as a member of the Company’s Board of Directors.
The
description of the Offer Letter set forth above is qualified in its entirety by reference to the actual terms of the Offer Letter, which is filed as Exhibit 10.1 to this Current Report on Form
8-K
and is
incorporated by reference herein.
On June 28, 2017, the Company issued a press release regarding Mr. Driscoll’s
appointment as President and Chief Executive Officer. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
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Exhibit
Number
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Description of Exhibit
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10.1
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Offer Letter, dated June 27, 2017, by and between
Snyder’s-Lance,
Inc. and Brian J. Driscoll
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99.1
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Press Release issued by
Snyder’s-Lance,
dated June 28, 2017, with respect to Appointment of Brian J. Driscoll as President and CEO
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SIGNATURE
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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SNYDER’S-
LANCE, INC.
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Date: June 28, 2017
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By:
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/s/ Gail Sharps Myers
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Gail Sharps Myers
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Senior Vice President, General Counsel and Secretary
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Exhibit 10.1
June 27, 2017
Brian J.
Driscoll
Dear Brian:
On behalf of
Snyder’s-Lance,
I am pleased to offer you the position of President and Chief Executive Officer reporting to the Board of Directors. Below are the details of your employment offer:
Start Date:
June 27, 2017
Base Compensation:
Annualized base salary of $900,000 subject to
applicable withholdings.
Annual Incentive Plan (AIP) Participation:
AIP target of 100% of
base salary. You are eligible to participate in the 2017 performance year on a
pro-rated
basis based on your effective start date.
Long Term Incentive Plan Participation:
First annual grant beginning in quarter one, 2018 at $2,800,000. Components of the plan design include
restricted stock, stock options and performance shares. Further details of the plan are specified in the 2016 Key Employee Incentive Plan document.
Benefits and additional details:
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Eligibility to participate in all of our Company sponsored benefit and retirement plans at the terms and rates offered to other associates within the Company.
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Five weeks of paid vacation effective in 2017.
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Relocation benefits to support your move to Charlotte (please see attached relocation policy). As part of the relocation package, you will receive a
one-time
lump sum gross amount
of $50,000 for incidental relocation expenses such as house hunting, return and final trips, and miscellaneous relocation expenses.
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We
remind you that you will be an
“at-will”
employee, meaning that you or
Snyder’s-Lance
may terminate the employment at any time for any reason not
prohibited by law with or without prior notice. Nothing in this offer letter alters your status as an
“at-will”
employee. Further, nothing in this offer is intended to create a contract for
employment or guarantee of continued employment with
Snyder’s-Lance.
However, you are eligible for an executive severance agreement. Details of this agreement are outlined in the separate document titled
Executive Severance.
Your acceptance of this offer may be communicated by signing below and forwarding a copy to my attention.
Brian, on behalf of the Board of Directors, I would like to thank you for serving as interim CEO during the past few months, and we look forward to working
with you in this new capacity.
Sincerely,
/s/ Jim
Johnston
Jim Johnston
Chairman of the Board
Snyder’s-Lance,
Inc.
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Acknowledgement of Acceptance:
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/s/ Brian J. Driscoll
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Brian J. Driscoll
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Exhibit 99.1
Snyder’s-Lance,
Inc. Appoints Brian Driscoll as President
and
Chief Executive Officer
Charlotte, NC, - June 28, 2017
–
Snyder’s-Lance,
Inc. (Nasdaq-GS: LNCE) announced today that the
Company’s Board of Directors has appointed Brian Driscoll as its President and Chief Executive Officer. Mr. Driscoll has been serving as the Company’s Interim President and CEO since April. He was the former President and CEO of
Diamond Foods, Inc. and was appointed to the
Snyder’s-Lance
Board of Directors on February 29, 2016 in connection with the Company’s acquisition of Diamond Foods.
“On behalf of the
Snyder’s-Lance
Board of Directors, I am delighted to announce Brian’s appointment as
our new President and CEO,” said
Snyder’s-Lance,
Inc. Chairman Jim Johnston. “We have been impressed with the significant progress made by Brian and the management team during the last few
months to create a comprehensive performance improvement plan focused on delivering greater value for our shareholders. Brian’s impressive experience in the consumer packaged goods industry, combined with his knowledge of the Diamond Foods
brands and early strides in the role, make him uniquely qualified to lead the Company.”
“The chance to serve as chief executive of
Snyder’s-Lance
at such an important time in its development is an incredible opportunity,” said Mr. Driscoll. “The Company’s products and brands are invaluable assets, and I look forward to
implementing our strategic plan focused on improving the Company’s performance.”
Brian Driscoll has more than 35 years of experience in the
food industry having served most recently as the President and CEO of Diamond Foods from 2012 until 2016. Prior to joining Diamond Foods, from 2010 to 2012, Mr. Driscoll was CEO of Hostess Brands. From 2002 to 2010, he held senior management
positions at Kraft Foods, Inc., including as President, Sales, Customer Service and Logistics, Kraft North America from 2007 to 2010. Mr. Driscoll joined Kraft Foods, Inc. as a result of Kraft’s acquisition of Nabisco, where he worked from
1995 to 2002, first as President of Sales and Integrated Logistics and later as the Senior Vice President, Biscuit Sales and Customer Service.
About
Snyder’s-Lance,
Inc.
Snyder’s-Lance,
Inc., headquartered in Charlotte, NC, manufactures and markets snack foods throughout the United
States and internationally.
Snyder’s-Lance’s
products include pretzels, sandwich crackers, pretzel crackers, potato chips, cookies, tortilla chips, restaurant style crackers, popcorn, nuts and other
snacks. Products are sold under the Snyder’s of Hanover
®
, Lance
®
, Kettle
Brand
®
, KETTLE
®
Chips, Cape Cod
®
, Snack Factory
®
Pretzel Crisps
®
, Pop Secret
®
,
Emerald
®
, Late July
®
, Krunchers!
®
, Tom’s
®
, Archway
®
, Jays
®
, Stella
D’oro
®
, Eatsmart Snacks™, O-Ke-Doke
®
, Metcalfe’s
®
, and other
brand names along with a number of third party brands. Products are distributed nationally through grocery and mass merchandisers, convenience stores, club stores, food service outlets and other channels. For more information, visit the
Company’s corporate web site:
www.snyderslance.com
.
LNCE-E
Cautionary Information about Forward Looking Statements
In this press release, we make statements which may be forward-looking within the meaning of applicable securities laws, which represent our current judgment
about possible future events. The statements include projections regarding future revenues, earnings and other results. In making these statements we rely on current expectations, assumptions and analyses based on our experience and perception of
historical trends, current conditions and expected future developments as well as other factors we consider appropriate under the circumstances. We believe these judgments are reasonable, but these statements are not guarantees of any events or
financial results, and our actual results may differ materially due to a variety of important factors, both positive and negative. These factors include among others: changes in general economic conditions; price or availability of raw materials,
packaging, energy and labor; food industry competition; changes in top customer relationships; consolidation of the retail environment; decision by British voters to exit the European Union; failure to realize anticipated benefits of acquisitions
and divestitures; loss of key personnel; failure to execute strategic initiatives; safety and quality of food products; adulterated or misbranded products; disruption of our supply chain or information technology systems; improper use or misuse of
social media; ability to anticipate changes in consumer preferences and trends; distribution through independent operators; protection of trademarks and intellectual property; impairment in the carrying value of goodwill or other intangible assets;
new regulations or legislation; interest and foreign currency exchange rate volatility; concentration of capital stock ownership; increasing legal complexity and potential litigation; failure to realize the expected benefits from the acquisition of
Diamond Foods; the inability to successfully execute international expansion strategies; additional risks from foreign operations; our substantial debt; and the restrictions and limitations on our business operations in the agreements and
instruments governing our debt.
Our most recent report on
Form 10-K and
our other reports filed with
the U.S. Securities and Exchange Commission provide information about these and other factors, which we may revise or supplement in
future reports. We caution readers not to place undue reliance on forward-looking statements. We do not undertake to update any forward-looking statements that it may make except as required by
applicable law. All subsequent written and forward-looking statements attributed
to Snyder’s-Lance or
any person acting on its behalf are expressly qualified in their entirety by the factors
referenced above.
Investor Contact
Kevin Powers,
Senior Director, Investor Relations
kpowers@snyderslance.com, (704)
557-8279
Media Contact
Joey Shevlin, Director, Corporate
Communications & Public Affairs
JShevlin@snyderslance.com, (704)
557-8850