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):
February
4, 2020
Inter
Parfums, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 0-16469 | 13-3275609 | ||
|
(State
or other jurisdiction of
incorporation or organization) |
Commission
File Number |
(I.R.S.
Employer
Identification No.) |
551
Fifth Avenue, New York, New York 10176
(Address of Principal Executive Offices)
212.
983.2640
(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 is intended to simultaneously satisfy the filing obligations 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 280.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 280.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 280.13e-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 (§280.12b-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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $.001 par value per share | IPAR | The Nasdaq Stock Market |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer
From 2013 until 2019 the annual aggregate salary paid to Mr. Madar individually and fees paid to his holding company (collectively “Madar Salary”) remained unchanged at $630,000.
The members of each of the Audit Committee and the Executive Compensation and Stock Option Committee (collectively the “Committees”) jointly reviewed two surveys of chief executive officer salaries for 2019 consisting of (i) the Inter Parfums’ peer companies listed in the Inter Parfums’ Annual Report on Form 10-K and (ii) companies with comparable market capitalization (collectively the “CEO Salary Surveys”). Such surveys indicated that the annual and median average CEO salaries for peer companies in Inter Parfums’ annual report on Form 10-K (excluding the Madar Salary) were $2,854,656 and $1,540,000, respectively, and $2,604,346 and $1,750,000 for comparable market capitalization companies, respectively.
After review of the CEO Surveys, the Committees acknowledged that the current Madar Salary is substantially below both of the median and average salaries as set forth in the CEO Salary Surveys, and had not been increased since 2013. In addition, the Committees acknowledged the efforts of Mr. Madar and his holding company as one of the prime causes for the Corporation’s substantial increases in net sales and net income, as well as market capitalization from 2014, thus substantially increasing shareholder value.
Based upon the foregoing, on February 4, 2020 the Committees jointly authorized the aggregate annual increase in Madar Salary by $600,000 to $1.23 million effective as of January 1, 2020. The allocation was made as requested so that the annual salary to Jean Madar individually will be $285,000 and the fees to Jean Madar Holding SAS will be $945,000 effective as of January 1, 2020.
Item 9.01 Financial Statements and Exhibits.
| 10.171 | Form of Amendment to Consulting Agreement for Jean Madar Holding SAS |
1
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused and authorized this report to be signed on its behalf by the undersigned.
Dated: February 7, 2020
| Inter Parfums, Inc. | ||
| By: | /s/ Russell Greenberg | |
| Russell Greenberg, | ||
| Executive Vice President | ||
| and Chief Financial Officer | ||
2
Exhibit 10.171
AMENDMENT AGREEMENT
This Amendment Agreement (the “Amendment”) is made effective as of the 1st day of January 2020, by and between Inter Parfums, Inc., a Delaware corporation (“Company”), with offices at 551 Fifth Avenue, New York, NY 10176, and Jean Madar Holding SAS, a French corporation (“Consultant”), with its offices at c/o Fonciere du rond point 67, rue de la Boétie 75008 Paris, France. Company and Consultant are sometimes referred to herein collectively as the “Parties”.
W I T N E S S E T H
WHEREAS, the Parties are all of the parties to that certain Consulting Agreement made and effective as January 1, 2013, as amended effective as of January 1, 2018 and as supplemented by the agreement effective as of January 1, 2019 (collectively the “Agreement”);
WHEREAS, the Parties desire to amend the Agreement to increase compensation payable to Consultant.
NOW, THEREFORE, in consideration of the premises and intending to be legally bound hereby, the parties mutually agree as follows:
1. Recitals. The above recitals are true and correct and are incorporated by reference herein and made a part of this Agreement, with the same force and effect as if fully set forth herein.
2. Certain Definitions. Capitalized terms not defined in this Amendment shall have the meanings ascribed to them in the Agreement.
3. Conflict. If there is any conflict between the provisions of this Amendment and the Agreement, then the provisions of this Amendment shall control.
4. Remaining Portions Not Affected. The remaining portions of the Agreement not specifically amended by this Amendment shall remain in full force and effect.
5. Amendment to Section 3(a) of Agreement. New subsection 3(a)(ii) is hereby and inserted into the Agreement as set forth below:
“(a)(ii) For Calendar Year 2020, Company agrees to pay to Consultant the sum of $ 945,000, payable in equal monthly installments.”
6. Entire Agreement. This Amendment, together with the Agreement, constitutes the entire agreement and understanding of the Parties and no amendment, modification or waiver of any provision herein shall be effective unless in writing, executed by the party charged therewith.
7. Counterparts; Facsimile and PDF. This Agreement may be executed in counterparts, all of which shall be deemed to be duplicate originals. Delivery by facsimile transmission or e-mail of a PDF of an executed signature page to this Agreement shall be effective as delivery of a manually executed counterpart hereof.
[Balance of page intentionally left blank -
The Signature Page(s) to this Agreement Follow this Page.]
In Witness Whereof, the parties hereto have executed and delivered this Amendment on this __ day of February, 2020.
| INTER PARFUMS, inc. | Jean Madar Holding SAS | |||
| By: | By: | |||
| (Authorized Signature) | (Authorized Signature) | |||
| Name: | Russell Greenberg | Name: | Jean Madar | |
| (Print or Type) | (Print or Type) | |||
| Title: | Executive VP & Chief Financial Officer | Title: | President | |
| Date: | February ___, 2020 | Date: | February ___, 2020 | |