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): August 17, 2020

 

Purple Innovation, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-37523   47-4078206
(State of Incorporation)   (Commission File Number)  

(IRS Employer

Identification No.)

 

4100 N. Chapel Ridge Rd., Suite 200    
Lehi, Utah   84043
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (801) 756-2600

 

 

(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 obligation of the registrant under any of the following provisions:

 

☐ Written communication 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-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share   PRPL   The NASDAQ Stock Market LLC
Warrants to purchase one-half of one share of Class A Common Stock   PRPLW   The NASDAQ Stock Market LLC

 

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.

 

Departure of Directors Terry Pearce and Tony Pearce

  

On August 17, 2020, Terry Pearce and Tony Pearce announced their retirement from the Board of Directors of Purple Innovation, Inc. (the “Company”), effective at the end of the day August 17, 2020. As a result of Terry Pearce’s retirement, he no longer serves as Chairman of the Board or on the Company’s HR & Compensation Committee. With the retirement of Terry Pearce as Chairman of the Board, Mr. Gary DiCamillo will provide interim leadership at Board meetings, in his current role as the Lead Independent Director, until a new chairman is appointed by the Board. Terry Pearce and Tony Pearce also retired as Co-Directors of Research & Development of the Company resulting in the termination of the Company’s payment obligations under their employment agreements.

 

Appointment of Paul Zepf as a Director

 

On August 18, 2020, the Board of Directors appointed Paul Zepf to fill one of the vacated Board of Director positions. Mr. Zepf had been serving as a Board observer and advisor. The Company anticipates compensating Mr. Zepf for his service on the Board of Directors in the same manner as other directors, as described in the section titled “Executive Compensation – Director Compensation” of the Company’s Proxy Statement filed April 20, 2020. The Company and Mr. Zepf have entered into an Indemnification Agreement dated as of August 18, 2020, on substantially the same terms as indemnification agreements entered into with other directors.

 

Mr. Zepf is currently a Management Advisory Board member at TowerBrook Capital Partners ("TCP"), a private equity firm with more than $13 billion in capital under management. From February 2018 through July 2020, Mr. Zepf was a Venture Partner and Managing Director at TCP. Mr. Zepf was the Chief Executive Officer of Global Partner Acquisition Corp (the predecessor to the Company) from its formation in June 2015 through February 2018. From February 2014 to June 2015, Mr. Zepf had been a managing director and Head of Strategic Initiatives at Golub Capital. Prior to joining Golub Capital, from March 2005 to February 2014, Mr. Zepf was a managing principal of Corporate Partners II Ltd, a Lazard-sponsored private equity fund formed to acquire significant stakes in public and private companies. The Corporate Partners funds focused on making privately negotiated minority stake and control investments in companies in need of capital for balance sheet repair, growth capital, or consolidations/acquisitions. Following the February 2009 spin-off of Corporate Partners from Lazard, Mr. Zepf also served as managing principal of Corporate Partners Management LLC until February 2014. Prior to that, from 2001 to 2009, he was also co-head of Lazard North American Private Equity, and, from 2001 to 2005, a managing director of Lazard LLC. Mr. Zepf was a managing principal of Lazard Alternative Investments from 2005 to 2009 and of Lazard Capital Partners from 2001 to 2009. Previously, from 1998 to 2001, Mr. Zepf was a managing director of Corporate Partners I and of Centre Partners, a middle market private equity firm. He started his career in the Merchant Banking Department at Morgan Stanley & Co. in 1987. From December 2006 to May 2017, Mr. Zepf was a member of the board of directors of Ironshore Ltd, a global specialty property casualty insurance company, and since June 2015 he has provided limited consulting services to an investment management company. Mr. Zepf has also served on the board of directors of BIH Holdings and CP Financial. Mr. Zepf received a B.A. and graduated with highest honors and Phi Beta Kappa from the University of Notre Dame.

 

The Company is in the process of identifying candidates to fill the other vacant Board position.

 

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Item 7.01 REGULATION FD DISCLOSURE.

 

On August 19, 2020, the Company issued a press release announcing the retirements of Tony Pearce and Terry Pearce, and the appointment of Paul Zepf as a Director. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits

 

99.1 Press release issued by the Company dated August 19, 2020.

 

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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.

 

Dated: August 19, 2020 PURPLE INNOVATION, INC.
     
  By: /s/ Craig L. Phillips
    Craig L. Phillips
    Chief Financial Officer

 

 

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Exhibit 99.1

  

Purple Announces Retirement of Co-Founders Terry and Tony Pearce and the Appointment of Paul Zepf as a Director

 

LEHI, Utah – August 19, 2020 – Purple Innovation, Inc. (NASDAQ: PRPL) (“Purple”), the leader in comfort innovation and the creator of the renowned Purple® Mattress, today announced that Co-Founders Terry and Tony Pearce have chosen to retire from their positions as Co-Directors of Research & Development and Board Directors, effective August 17, 2020.

 

Terry and Tony Pearce, brothers who have worked together for 31 years, founded Purple Innovation, LLC (“Purple LLC”), a subsidiary now owned and controlled by Purple, and served as managers of Purple LLC since its inception in 2010 up to the February 2, 2018 business combination at which time Purple LLC was acquired in a reverse merger. Together they served as Directors of Research & Development since 2016 and following the business combination they have served on the Board of Directors of Purple. Mr. Terry Pearce also served as Chairman of the Board and on the HR & Compensation Committee of the Board. Prior to founding Purple LLC, Messrs. Pearce managed various technology companies focused on developing advanced cushioning technology.

 

Terry Pearce commented, “Founding and being part of such a dynamic Company has been incredibly rewarding for Tony and me. I am very proud of the entire Purple team that took business ideas we launched in 2015 with the help of a Kickstarter campaign and quickly grew Purple into a market leader with such tremendous long-term potential. While we have made the decision that it is time for us to retire, we feel Purple is poised for continued success and will closely monitor its progress and root for Joe and the team.”

 

Joe Megibow, CEO of Purple, said, “Terry and Tony have been at the forefront of comfort technology for more than 30 years. Their work has led to the development of numerous cushioning products that have provided relief to countless individuals worldwide. Since co-founding Purple, they have helped build a foundation rooted in innovation and manufacturing that has positioned the Company to transform the mattress industry into a wellness platform centered on sleep and comfort. On behalf of the entire Purple organization, I want to thank Terry and Tony for their contributions to our recent success and bright outlook. All of us at Purple wish them both the very best in their long-anticipated retirement.”

 

With the retirement of Terry Pearce as Chairman of the Board, Mr. Gary DiCamillo will provide interim leadership, in his current role as Lead Independent Director, until a new chairman is appointed by the Board.

 

The Company also announced that Paul Zepf has been appointed by the Board to fill one of the vacant Director seats. Mr. Zepf has been serving as an observer and advisor to the Board since the business combination.

 

 

 

 

Mr. Zepf is currently a Management Advisory Board member at TowerBrook Capital Partners ("TCP"), a private equity firm with more than $13 billion in capital under management. Previously, Mr. Zepf was the Chief Executive Officer of Global Partner Acquisition Corp (the predecessor to the Company) from its formation in June 2015 through February 2018. From February 2014 to June 2015, Mr. Zepf had been a managing director and Head of Strategic Initiatives at Golub Capital. Prior to joining Golub Capital, Mr. Zepf had roles at Corporate Partners II Ltd, a Corporate Partners Management LLC, Lazard North American Private Equity, Lazard Alternative Investments, Lazard Capital Partners, Corporate Partners I and of Centre Partners. Mr. Zepf was a member of the board of directors of Ironshore Ltd, a global specialty property casualty insurance company and has also served on the boards of BIH Holdings and CP Financial. He started his career in the Merchant Banking Department at Morgan Stanley & Co. in 1987, and received a B.A. and graduated with highest honors and Phi Beta Kappa from the University of Notre Dame.

 

“Paul has been involved with Tony and me since July of 2017 and we earned great respect for each other as we went through the SPAC process,” said, Terry Pearce.  “It was always my hope that he join the board full-time. As an advisor to the board from its inception, Paul has been instrumental in the board’s strategic and tactical planning. His deep experience with Purple’s history and knowledge of current operations gives us great comfort that he will bring continuity and direction into the boardroom.”

Tony Pearce also said, “The timing of this transition into retirement for Terry and me is based in large part on Paul’s consistent shared vision and passion for Purple, his proven leadership skills and his continuing tremendous contributions in helping Purple flourish as a public company.”

The Company had already retained the executive search firm Heidrick & Struggles to assist in its search for a Director to fill the remaining vacant seat.

About Purple

 

Purple is a digitally-native vertical brand with a mission to help people feel and live better through innovative comfort solutions. We design and manufacture a variety of innovative, premium, branded comfort products, including mattresses, pillows, seat and back cushions, frames, sheets and more. Our products are the result of over 25 years of innovation and investment in proprietary and patented comfort technologies and the development of our own manufacturing processes. Our proprietary gel technology, Hyper-Elastic Polymer®, underpins many of our comfort products and provides a range of benefits that differentiate our offerings from other competitors' products. We market and sell our products through our direct-to-consumer online channels, traditional retail partners, third-party online retailers and our owned retail showrooms. For more information on Purple, visit purple.com.

 

Investor Contact:
Brendon Frey, ICR
brendon.frey@icrinc.com
203-682-8200

 

Media Contact:
Alecia Pulman, ICR
purplePR@icrinc.com
646-277-1200

 

Purple Innovation, Inc.
Misty Bond
Director of Purple Communications
misty.b@purple.com

385-498-1851