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): September 3, 2018
Conn's, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-34956 | 06-1672840 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2445 Technology Forest Blvd., Suite 800 The Woodlands, Texas | 77381 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (936) 230-5899
Not Applicable
(Former name, former address and former fiscal year, 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:
¨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))
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 | o | |||
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 o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of President of Credit and Collections. On September 4, 2018, Conn's, Inc. (the "Company" or “Conn’s”) announced the appointment of Mr. John Davis as President of Credit and Collections, effective as of September 4, 2018. In this role, Mr. Davis will serve as the President of the Company’s Credit Segment and will report to Mr. Norman L. Miller, the Company’s President, Chief Executive Officer, and Chairman of the Board of Directors.
Mr. Davis, age 48, most recently served as the Company’s Vice President and Chief Credit Officer, having joined the Company in May 2016. Before joining Conn's, he was founder and CEO of GFC Advisors, Ltd, a consultancy in the consumer credit industry from July 2013 to May 2016. Prior to that, he was President, E-Commerce for DFC Global Corp and was responsible for all aspects of credit and collections from April 2011 to July 2013. Prior to that, he was Managing Director for CompuCredit from January 2000 to April 2011. Mr. Davis holds a B.A. in Computer Information Sciences from the University of Delaware.
Mr. Davis will be paid an annual base salary of $400,000 and will participate in the Company’s annual cash incentive program based on a percentage of his annual base salary, with a target annual incentive percentage of 75%, to a maximum incentive percentage of 150%.
In the event Mr. Davis’ employment is involuntarily terminated without cause, he will be entitled to the terms of the Company’s previously filed Executive Severance Plan, which provides for 6 months’ continuation of base salary and eligibility for health care coverage. With effect as of September 4, 2018, the Company also entered into its standard form of Indemnification Agreement with Mr. Davis. The Company’s Executive Severance Plan and standard form of Indemnification Agreement are filed as Exhibits 10.14 and 10.17, respectively, to the Company’s annual report on Form 10-K for the fiscal year ended January 31, 2018, filed with the Securities and Exchange Commission on April 5, 2018, which are incorporated by reference herein.
There are no transactions in which Mr. Davis has an interest requiring disclosure under Item 404(a) of Regulation S-K or any family relationships requiring disclosure under Item 401(d) of Regulation S-K.
Departure of President and Chief Operating Officer, Retail. On September 4, 2018, the Company announced the departure of Coleman R. Gaines, President and Chief Operating Officer, Retail, effective as of September 3, 2018. In due course Conn’s will appoint a successor for the position of President of Retail, and, in the interim, Norman L. Miller, the Company’s Chief Executive Officer, will assume the duties of this position.
Item 7.01. Regulation FD Disclosure.
On September 4, 2018, the Company issued a press release announcing certain executive leadership changes. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.
None of the information contained in Item 7.01 or Exhibit 99.1 of this Form 8-K shall be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and none of it shall be incorporated by reference in any filing under the Securities Act of 1933, as amended. Furthermore, this report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1* |
* Furnished herewith
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.
CONN'S, INC. | |||
Date: | September 4, 2018 | By: | /s/ Mark L. Prior |
Name: | Mark L. Prior | ||
Title: | Vice President, General Counsel & Secretary | ||
Exhibit 99.1
Conn's, Inc. Announces Executive Transitions
THE WOODLANDS, Texas, September 4, 2018 - Conn's, Inc. (NASDAQ: CONN), a specialty retailer of furniture and mattresses, home appliances, consumer electronics and home office products, and provider of consumer credit, today announced the promotion of John Davis (“JD”) to President of Credit and Collections.
“I am pleased to announce the promotion of JD to President of Credit and Collections. JD has played a meaningful role in leading our credit segment transformation since joining in May 2016. Under JD’s leadership, our credit segment financial results have improved significantly, and we are excited for JD to create additional value for our Company in his new role,” said Norm Miller, Conn’s Chairman and Chief Executive Officer.
Since joining as Conn's Chief Credit Officer, Mr. Davis has led the evolution of the Company's credit risk management efforts. With almost thirty years of relevant experience, Mr. Davis is responsible for all aspects of Conn’s credit and collections in his new role. Before joining Conn's, he served as Founder and CEO of GFC Advisors, Ltd, a consultancy in the consumer credit industry. Prior to that, he was President, E-Commerce for DFC Global Corp and was responsible for all aspects of credit and collections.
Additionally, the Company announced the departure of Coleman R. (“CR”) Gaines, President and Chief Operating Officer of Retail. Mr. Miller will temporarily assume the additional role of President and Chief Operating Officer of Retail until a permanent replacement is found.
“I’d like to thank CR for his contributions to our organization and, on behalf of everyone at Conn’s, I wish him all the best in his future endeavors,” said Mr. Miller.
About Conn's, Inc.
Conn's HomePlus is a specialty retailer currently operating 119 retail locations in Alabama, Arizona, Colorado, Georgia, Louisiana, Mississippi, Nevada, New Mexico, North Carolina, Oklahoma, South Carolina, Tennessee, Texas and Virginia. 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 traditional and specialty mattresses; |
• | Home appliance, including refrigerators, freezers, washers, dryers, dishwashers and ranges; |
• | Consumer electronics, including LED, OLED, QLED, Ultra HD, and internet-ready televisions, gaming consoles, home theater and portable audio equipment; and |
• | Home office, including computers, printers and accessories. |
Additionally, Conn's HomePlus offers a variety of products on a seasonal basis. Unlike many of its competitors, Conn's HomePlus provides flexible in-house credit options for its customers in addition to third-party financing programs and third-party lease-to-own payment plans.
This press release contains forward-looking statements within the meaning of the federal securities laws, including but not limited to, 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,” “predict,” “will,” “potential,” or the negative of such terms or other similar expressions are generally forward-looking in nature and not historical facts. Such forward-looking statements are based on our current expectations. We can give no assurance that such statements will prove to be correct, and actual results may differ materially. 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 execute periodic securitizations of future originated customer loans on favorable terms; our ability to continue existing customer financing programs or to offer new customer financing programs; changes in the delinquency status of our credit portfolio; unfavorable developments in ongoing litigation; increased regulatory oversight; higher than anticipated net charge-offs in the credit portfolio; the success of our planned opening of new stores; technological and market developments and sales trends for our major product offerings; our ability to manage effectively the selection of our major product offerings; our ability to protect against cyber-attacks or data security breaches and to protect the integrity and security of individually identifiable data of our customers and 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 other risks detailed in Part I, Item 1A, Risk Factors, in our Annual Report on Form 10-K for the fiscal year ended January 31, 2018, Part II, Item 1A, Risk Factors, in our Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2018 to be filed with the SEC and other reports filed with the SEC. If one or more of these or other risks or uncertainties materialize (or the consequences of such a development changes), or should our underlying assumptions prove incorrect, actual outcomes may vary materially from those reflected in our forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. We disclaim any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise, or to provide periodic updates or guidance. All forward-looking statements attributable to us, or to persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements.
CONN-G
Investor Contact:
S.M. Berger & Company
Andrew Berger, (216) 464-6400