Current Report Filing (8-k)
March 12 2019 - 4:29PM
Edgar (US Regulatory)
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
12, 2019 (March 6, 2019)
FRED’S, INC.
(Exact Name of Registrant as Specified in Charter)
Commission File Number 001-14565
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Tennessee
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62-0634010
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(State
or Other Jurisdiction
of
Incorporation)
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(I.R.S.
Employer
Identification
No.)
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4300
New Getwell Road, Memphis, Tennessee 38118
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(Address
of principal executive offices)
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(901)
365-8880
Registrant’s telephone number, including area code
Not Applicable
(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:
|
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
|
|
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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 financing accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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ITEM
5.02.
Departure of Directors or certain officers; election of directors; appointment of
certain officers; compensatory arrangements of certain officers.
On
March 6, 2019, the Board of Directors of Fred’s, Inc. (the “Company”) approved a discretionary incentive bonus
pool, with respect to the execution of certain key strategic initiatives in 2018, under which seven of the Company’s senior
executives and certain other employees are to be awarded cash and restricted stock awards under the Company’s 2017 Long-Term
Incentive Plan. The aggregate amount of the cash awards is equal to $1,000,000 and the aggregate number of shares of restricted
stock in the pool is 336,700 (with a value of approximately $1,000,000 based on the closing price of the Company’s common
stock at the time of approval of the pool). The cash awards will be fully vested on the date of grant and are expected to be paid
on the next pay cycle following the date of grant. The restricted stock awards will vest in four equal installments on each of
the first four anniversaries of the date of grant. The Company will enter into a restricted stock award agreement with each of
the executives with respect to such grants.
Joseph Anto, the Company’s Chief Executive
Officer, and Ritwik Chatterjee, the Company’s Chief Financial Officer, will be awarded grants of cash and restricted stock
under this bonus pool, with amounts to be determined by the Board.
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.
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FRED’S,
INC.
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(Registrant)
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Date:
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March
12, 2019
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By:
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___
/s/
Joseph Anto
_________________
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Name:
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Joseph
Anto
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|
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Title:
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Chief
Executive Officer
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