Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
On March 30, 2020, in response to the hardships imposed upon the business of
Christopher & Banks Corporation (the "Company") by the COVID-19 pandemic, the
Board of Directors (the "Board") of the Company approved temporary salary
reductions for the Company's named executive officers, including a 20 percent
salary reduction for Richard Bundy, Senior Vice President, Chief Financial
Officer, and Andrea Kellick, Senior Vice President, Chief Merchandising Officer,
effective retroactively on March 22, 2020, and until a determination by the
Board to reinstate their salaries in full or in part, with such temporary salary
reductions having no impact on any bonus or severance calculations. These
reductions are aligned with 20 percent salary reductions for all of the
Company's employees effective March 22, 2020.
President and Chief Executive Officer Keri Jones agreed to a 50 percent
reduction of her regular base salary effective April 5, 2020, and until a
determination by the Board to reinstate her salary in full or in part. This
agreement is memorialized in the Letter Agreement between the Company and Ms.
Jones dated April 1, 2020 (the "Letter Agreement"). Along with the Company's
other named executive officers, Ms. Jones had previously agreed to a 20 percent
salary reduction beginning March 22, 2020. In addition, the Letter Agreement
clarifies that Ms. Jones' Target Bonus, as defined in the Employment Agreement
dated February 1, 2018 between the Company and Ms. Jones, and any severance
payment due thereunder will be calculated based on Ms. Jones' regular base
salary, without regard to the temporary pay reduction set forth in the Letter
Agreement.
A copy of the Letter Agreement is filed as Exhibit 10.1 to this report. The
description of the Letter Agreement set forth herein is subject in its entirety
to the actual terms of the Letter Agreement set forth on Exhibit 10.1 to this
report.
Item 7.01 Regulation FD Disclosure.
The following information is being "furnished" in accordance with General
Instruction B.2 of Form 8-K 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 filing under the Securities Act of
1933, as amended (the "Securities Act"), except as expressly set forth by
specific reference in such filing.
On March 31, 2020, Christopher & Banks Corporation (the "Company") issued a
press release providing a business update on COVID-19, including the temporary
salary reductions disclosed above.
The press release issued on March 31, 2020 is furnished as Exhibit No. 99.1 to
this Current Report on Form 8-K and should be read in conjunction with the
registrant's reports on Forms 10-K and 8-K, and other publicly available
information, which contain other important information about the registrant.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
10.1 Letter Agreement between Christopher & Banks Corporation and
Keri Jones, dated April 1, 2020.
99.1 Press release issued by the Company March 31, 2020.
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