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) March 25, 2009 (March 25, 2009)
(Exact name of registrant as specified in its charter)
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| Ohio
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001-32545
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31-0746639 |
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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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| 810 DSW Drive, Columbus, Ohio
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43219 |
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| (Address of principal executive offices)
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(Zip Code) |
(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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 |
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DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. |
On March 25, 2009, the Company announced the appointment of Michael R. MacDonald, age 57, as
President and Chief Executive Officer of the Company effective April 27, 2009.
In connection with Mr. MacDonald’s appointment, Jay L Schottenstein will resign as the
Company’s President and Chief Executive Officer, effective April 27, 2009. Mr. Schottenstein will
continue to serve as Chairman of the Board.
Prior to accepting employment with the Company, Mr. MacDonald served as Chairman and Chief
Executive Officer of Shopko Stores from May 2006 to March 2009. Prior to that time, Mr. MacDonald
held executive positions at Saks Incorporated from 1998 — 2006, most recently as Chairman and
Chief Executive Officer of the Northern Department Stores Group for six years. Prior to serving in
that capacity, Mr. MacDonald held executive positions at Carson Pirie Scott, including the position
of Chairman and Chief Executive Officer. Mr. MacDonald has over 30 years of business experience in
all phases of retail, including managing merchandising, marketing, stores, operations, and finance
functions.
The Company entered into an employment agreement with Mr. MacDonald, dated March 25, 2009 (the
“Employment Agreement”), with respect to his employment as President and Chief Executive Officer.
There is no specified term relating to Mr. MacDonald’s employment and he is an at-will employee.
Pursuant to the terms of his employment agreement with the Company, Mr. MacDonald will receive
an annual base salary of $950,000. Mr. MacDonald will also be eligible to receive a cash incentive
bonus under the Company’s Cash Incentive Compensation Plan. The Company intends to provide Mr.
MacDonald with an annual cash bonus of 100% of his base salary based on his achievement of
incentive goals in the Company’s Cash Incentive Compensation Plan, up to a maximum of 200% of his
base salary. Mr. MacDonald will also receive a sign-on bonus of $500,000; $250,000 payable within
30 days of his start date and $250,000 payable on the first year anniversary of his employment.
Mr. MacDonald will also receive, subject to certain conditions set forth in the Employment
Agreement, (i) options to purchase 105,000 shares of the Company’s Class A common stock at an
exercise price equal to the closing price of the Company’s common stock on the date such grant is
approved, subject to a 3-year vesting period, and (ii) 45,000 restricted stock units with cliff
vesting of 100% as of third anniversary of the grant. Under the terms of the Employment Agreement,
the Company will provide Mr. MacDonald with a comprehensive relocation package. In the event that
Mr. MacDonald’s employment is terminated involuntarily by the Company without cause (whether or not
by a change of control) or by Mr. MacDonald with good reason (as such terms are defined in the
Employment Agreement), (i) the Company will continue to pay Mr. MacDonald’s base salary at the rate
then in effect for a period of 12 months, (ii) the Company will reimburse Mr. MacDonald for COBRA
costs for up to 12 months, subject to certain conditions, (iii) the Company will pay to Mr.
MacDonald the pro rata share of any cash incentive bonus that he would have received had he not
been terminated, and (iv) for a period of up to three months following termination, Mr. MacDonald
may exercise any outstanding stock options which are vested on the date of his termination and
those stock options that would have vested during the one year following his termination. The
foregoing summary is qualified in its entirety be reference to the full and complete terms of the Employment Agreement, a
copy of which is attached hereto as Exhibit 10.1 and is hereby incorporated by reference into this Item 5.02.
None of the Company’s current directors or executive officers has a family relationship with
Mr. MacDonald. Other than compensation for his services to the Company, there are no related party
transactions between Mr. MacDonald and the Company.
A copy of the press release, dated March 25, 2009, announcing the events disclosed in Item
5.02 of this Form 8-K is furnished as Exhibit 99.1 hereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
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Description |
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10.1
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Employment Agreement, dated as of March 25, 2009, between
Michael R. MacDonald and DSW Inc. |
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99.1
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Press Release dated March 25, 2009 |