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 1, 2014
Conn’s, Inc.
(Exact name of registrant as specified in its charter)
1-34956
(Commission File Number)
Delaware | 06-1672840 | |
(State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | |
4055 Technology Forest Blvd., Suite 210
The Woodlands, Texas 77381
(Address of principal executive offices) (Zip Code)
(936) 230-5899
(Registrant’s telephone number, including area code)
N/A
(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):
¨ | 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 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On August 1, 2014, Conn’s, Inc. (the “Company”) announced the appointment William E. Saunders, Jr. to its Board of Directors (the “Board”), effective as of August 1, 2014, to fill one of the vacancies on the Board.
The Board determined that Mr. Saunders qualifies as an independent director under the rules of The NASDAQ Stock Market. Mr. Saunders will also serve on the Audit Committee and Nominating and Corporate Governance Committee of the Board. There are no related party transactions between the Company and Mr. Saunders that would require disclosure under Item 404(a) of Regulation S-K. Mr. Saunders was not appointed pursuant to any agreement, arrangement or other understanding between the Company and Mr. Saunders or any other person.
Mr. Saunders, 40, has served as the Chief Executive Officer of Community Choice Financial Inc., a leading retailer of alternative consumer financial services and products, since June 2008, and Chairman of its Board of Directors since May 2014, after joining the company as its Chief Financial Officer in March 2006. Prior to joining Community Choice Financial (previously CheckSmart Financial Holdings), Mr. Saunders was a Vice President for Stephens Inc., an investment bank, from 2004 to 2006 and, prior to that, was an associate at Houlihan Lokey, an investment bank, SunTrust Equitable Securities, an investment bank, and Arthur Andersen, an accounting firm. Mr. Saunders holds a B.S. in Business with Special Attainment in Accounting and Commerce from Washington & Lee University and is a certified public accountant in the State of Georgia. Mr. Saunders brings extensive investment banking, finance, management, and strategic experience to our Board.
Mr. Saunders will also receive $62,500 worth of restricted stock units (“RSUs”) under the Company’s Non-Employee Director Restricted Stock Plan, representing a prorated amount of the annual grant of restricted stock units issued to our non-employee directors. The actual number of RSUs will be based on the closing price of the Company’s common stock on August 1, 2014 and will fully vest on May 27, 2015. In addition, Mr. Saunders will receive $58,333, representing a prorated amount of the annual cash retainer payable in fiscal 2015 to each of our non-employee directors.
The Company also intends to enter into the Company’s standard form of Indemnification Agreement with Mr. Saunders.
Item 8.01 Other Events.
On August 1, 2014, the Company issued a press release announcing the appointment of Mr. Saunders to the Board. A copy of the press release is attached herewith as Exhibit 99.1.
Effective as of August 1, 2014 with the appointment of Mr. Saunders to the Board, the Board reconstituted its Audit Committee and Nominating and Corporate Governance Committee as follows:
Audit Committee Nominating and Corporate Governance Committee
Kelly Malson (chair) Jon Jacoby (chair)
David Schofman Bob Martin
William Saunders William Saunders
Item 9.01. Financial Statements and Exhibits.
Exhibit No. | Description | |
99.1 | Press Release dated August 1, 2014. | |
SIGNATURES
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.
CONN’S, INC. | ||||||
Dated: August 1, 2014 | By: | /s/ Brian E. Taylor | ||||
Brian E. Taylor | ||||||
Vice President, Chief Financial Officer and Treasurer | ||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE:
Conn’s, Inc. Announces Appointment of Director
THE WOODLANDS, TEXAS, Aug. 1, 2014 – Conn’s, Inc. (NASDAQ:CONN), a specialty retailer of furniture, mattresses, home appliances, consumer electronics and provider of consumer credit, today announced that William E. Saunders, Jr. has been appointed to its Board of Directors, effective as of August 1, 2014. Mr. Saunders will also become a member of the Audit Committee and the Nominating and Corporate Governance Committee.
Mr. Saunders has served as Chief Executive Officer of Community Choice Financial since June 2008, after joining the company as its Chief Financial Officer in March 2006. In May 2014, he was appointed as Chairman of the Board. Community Choice Financial is a leading retailer of alternative consumer financial services and products, including offering short- and medium-term consumer loans, prepaid debit cards and check cashing services. It operates through a network of more than 500 retail locations as well as an online platform.
Mr. Saunders formerly held various positions in the investment banking industry with Stephens, Inc., Houlihan Lokey Howard & Zukin and SunTrust Equitable Securities after beginning his career with Arthur Andersen, LLP. Mr. Saunders is an active member and serves on the boards of several national trade associations. He is a graduate of Washington and Lee University and is a certified public accountant.
Theodore M. Wright, Conn’s Chairman, President and Chief Executive Officer, commented, "We are very pleased that Ted Saunders has joined our Board of Directors. He will add valuable insight given his extensive investment banking, consumer finance and operations background.”
About Conn’s, Inc.
Conn’s is a specialty retailer currently operating retail locations in Arizona, Colorado, Louisiana, Mississippi, Nevada, New Mexico, Oklahoma, South Carolina, Tennessee and Texas. The company’s primary product categories include:
• | Furniture and mattress, including furniture and related accessories for the living room, dining room and bedroom, as well as both traditional and specialty mattresses; |
• | Home appliance, including refrigerators, freezers, washers, dryers, dishwashers and ranges; |
• | Consumer electronic, including LCD, LED, 3-D, Ultra HD and plasma televisions, Blu-ray players, home theater and video game products, digital cameras and portable audio equipment; and |
• | Home office, including computers, tablets, printers and accessories. |
Additionally, Conn’s offers a variety of products on a seasonal basis. Unlike many of its competitors, the company provides flexible in-house credit options for its customers in addition to third-party financing programs and third-party rent-to-own payment plans.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Such forward-looking statements include information concerning our future financial performance, business strategy, plans, goals and objectives. Statements containing the words "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "project," "should," or the negative of
such terms or other similar expressions are generally forward-looking in nature and not historical facts. Although we believe that the expectations, opinions, projections, and comments reflected in these forward-looking statements are reasonable, we can give no assurance that such statements will prove to be correct. A wide variety of potential risks, uncertainties, and other factors could materially affect our ability to achieve the results either expressed or implied by our forward-looking statements including, but not limited to: general economic conditions impacting our customers or potential customers; our ability to continue existing or to offer new customer financing programs; changes in the delinquency status of our credit portfolio; increased regulatory oversight; higher than anticipated net charge-offs in the credit portfolio; the success of our planned opening of new stores and the updating of existing stores; technological and market developments and sales trends for our major product offerings; our ability to protect against cyberattacks or data security breaches and to protect the integrity and security of individually identifiable data of our customers and our employees, our ability to fund our operations, capital expenditures, debt repayment and expansion from cash flows from operations, borrowings from our revolving credit facility, and proceeds from accessing debt or equity markets; and the other risks detailed in our SEC reports, including but not limited to, our Annual Report on Form 10-K for our fiscal year ended January 31, 2014. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as required by law, we are not obligated to publicly release any revisions or update to these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.
CONN-G
Conn’s, Inc.
Director, Investor Relations
Kim P. Canning (936) 230-5899
or
S.M. Berger & Company
Andrew Berger (216) 464-6400