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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 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, 2023
THE CHILDREN’S PLACE, INC. |
(Exact Name of Registrant as Specified in Charter) |
Delaware |
|
000-23071 |
|
31-1241495 |
(State or Other Jurisdiction of
Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
500 Plaza Drive, Secaucus, New Jersey |
07094 |
(Address of Principal Executive Offices) |
(Zip Code) |
(201) 558-2400 |
(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
(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)) |
Securities registered pursuant to Section
12(b) of the Act:
Title of each class |
Trading
Symbol(s) |
Name of each exchange on
which registered |
Common Stock, $0.10 par value |
PLCE |
Nasdaq Global Select Market |
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 (§240.12-b-2 of this chapter).
Emerging growth company ¨
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 pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 1, 2023, The Children’s Place, Inc. (the “Company”)
announced that Sheamus Toal has been appointed Chief Operating Officer and Chief Financial Officer of the Company, effective August 1,
2023.
In the expanded role of Chief Operating Officer and Chief Financial
Officer, Mr. Toal will continue to report to Ms. Elfers and will have oversight for IT, Logistics, Distribution and Store Operations,
in addition to his current responsibilities for Finance, Accounting, Investor Relations, Real Estate and Legal.
The Company and Mr. Toal have entered into an amendment to a letter
agreement (the “Amended Letter Agreement”) that provides for Mr. Toal’s employment on an at-will basis and (i) for an
annual base salary of $725,000, (ii) an annual bonus opportunity equal to 100% of annual salary, and (iii) time-based restricted stock
units having a value of $200,000 on the grant date, vesting pro rata over three years and performance-based restricted stock units having
a value of $200,000 on the grant date, with a three year performance period. The Amended Letter Agreement will be filed as an exhibit
to the Company’s Quarterly Report on Form 10-Q for the Company’s fiscal quarter ended July 29, 2023, and the information set
forth above is qualified in its entirety by reference to the full text of the Amended Letter Agreement.
Prior to joining the Company as the Company’s Senior Vice President,
Chief Financial Officer on November 7, 2022, Mr. Toal, 54, was the Executive Vice President and Chief Financial Officer at Saatva, Inc.
from April 2021 to October 2022. Prior to that position, Mr. Toal spent over 17 years with New York & Company (now known as RTW Retailwinds)
where he held several senior level finance and operational positions as Chief Operating Officer, Chief Financial Officer, Chief Accounting
Officer and Treasurer, culminating in his role as Chief Executive Officer from 2020 to 2021.
Item 8.01. Other Events.
On August 1, 2023, the Company announced the appointment of Maegan
Markee to the new role of Brand President and the hiring of Mary Beth Sheridan as Chief Merchant, both effective August 1, 2023.
In the new role of Brand President, Ms. Markee will have oversight
for all customer facing activities across the Company’s Family of Brands and will continue to report to Ms. Elfers. Ms. Markee
will have oversight for Design, Sourcing, Merchandising, Marketing, Planning, Allocation and the Company’s Wholesale and International
Businesses. Ms. Markee has been with the Company for over 13 years, holding executive positions of increasing responsibility.
In the new role of Chief Merchant, Mary Beth Sheridan will have direct
responsibility for Merchandising, Sourcing, Planning and Allocation and will report to Ms. Markee.
Ms. Sheridan was most recently a Chief Merchandising Officer at Anthropologie
from September 2020 to February 2023. Prior to that she was with Macy’s for over seven years in executive roles, culminating
as Group Vice President, Merchandising, Digital, Product Development and Design. Ms. Sheridan also spent over 20 years with Lord
& Taylor where she held executive roles of increasing responsibility, including as Senior Vice President, GMM of Menswear and Childrenswear.
Ms. Sheridan graduated Magna Cum Laude with a Bachelor of Science in Business Administration from the Boston College Carroll School of
Management.
Item 9.01. Financial Statements and Exhibits.
Forward-Looking Statements
This Current Report on
Form 8-K, including Exhibit 99.1, contains or may contain forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, including but not limited to statements relating to the Company’s strategic initiatives
and results of operations, including adjusted net income (loss) per diluted share. Forward-looking statements typically are identified
by use of terms such as “may,” “will,” “should,” “plan,” “project,” “expect,”
“anticipate,” “estimate” and similar words, although some forward-looking statements are expressed differently.
These forward-looking statements are based upon the Company’s current expectations and assumptions and are subject to various risks
and uncertainties that could cause actual results and performance to differ materially. Some of these risks and uncertainties are described
in the Company’s filings with the Securities and Exchange Commission, including in the “Risk Factors” section of its
annual report on Form 10-K for the fiscal year ended January 28, 2023. Included among the risks and uncertainties that could cause actual
results and performance to differ materially are the risk that the Company will be unsuccessful in gauging fashion trends and changing
consumer preferences, the risks resulting from the highly competitive nature of the Company’s business and its dependence on consumer
spending patterns, which may be affected by changes in economic conditions (including inflation), the risks related to the COVID-19 pandemic,
including the impact of the COVID-19 pandemic on our business or the economy in general, the risk that the Company’s strategic initiatives
to increase sales and margin are delayed or do not result in anticipated improvements, the risk of delays, interruptions, disruptions
and higher costs in the Company’s global supply chain, including resulting from COVID-19 or other disease outbreaks, foreign sources
of supply in less developed countries, more politically unstable countries, or countries where vendors fail to comply with industry standards
or ethical business practices, including the use of forced, indentured or child labor, the risk that the cost of raw materials or energy
prices will increase beyond current expectations or that the Company is unable to offset cost increases through value engineering or price
increases, various types of litigation, including class action litigations brought under consumer protection, employment, and privacy
and information security laws and regulations, the imposition of regulations affecting the importation of foreign-produced merchandise,
including duties and tariffs, and the uncertainty of weather patterns. Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date they were made. The Company undertakes no obligation to release publicly any revisions to
these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence
of unanticipated events.
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.
Date: August 1, 2023
|
|
|
THE CHILDREN’S PLACE, INC. |
|
By: |
/s/
Jane Elfers |
|
Name: |
Jane Elfers |
|
Title: |
President and Chief Executive
Officer |
Exhibit 99.1
THE CHILDREN'S PLACE ANNOUNCES PROMOTIONS AND
APPOINTMENTS OF KEY EXECUTIVES
Maegan Markee Appointed to the New Role of
Brand President; Sheamus Toal
Promoted to Chief Operating Officer and Chief Financial Officer; Mary Beth Sheridan joins
the Company in the New Role of Chief Merchant
SECAUCUS, N.J., August 1, 2023 —The Children’s Place,
Inc. (Nasdaq: PLCE), the largest pure-play children’s specialty apparel retailer in North America, today announced the appointment
of Maegan Markee to the new role of Brand President, the promotion of Sheamus Toal as the Company’s Chief Operating Officer and
Chief Financial Officer, and the hiring of Mary Beth Sheridan as the Company’s Chief Merchant, all effective immediately.
Jane Elfers, President and Chief Executive Officer said, “I am
thrilled to announce the promotions and expanded scope for Maegan and Sheamus and to welcome Mary Beth to our team. I am looking forward
to partnering with Maegan, Sheamus and Mary Beth to advance our top and bottom line growth initiatives as we work together to ensure that
a digital-first mindset remains at the forefront of the Company’s decision-making. With our industry-leading digital penetration,
it is imperative that our entire team stays laser focused on digital growth.”
In the new role of Brand President, Ms. Markee will have oversight
for all customer facing activities across the Company’s Family of Brands and will continue to report to Ms. Elfers. Ms. Markee will
have oversight for Design, Sourcing, Merchandising, Marketing, Planning, Allocation and the Company’s Wholesale and International
businesses.
Ms. Elfers commented, “Maegan architected the Company’s
marketing transformation and played an integral part in accelerating our transformation to a digital-first Company and implementing our
Amazon marketplace strategy. Maegan’s deep digital expertise and her cross-functional leadership throughout the Company’s
strategic transformation makes her the ideal executive to lead the growth of our brands.”
In the expanded role of Chief Operating Officer and Chief Financial
Officer, Mr. Toal will continue to report to Ms. Elfers and will have oversight for IT, Logistics, Distribution and Store Operations,
in addition to his current responsibilities for Finance, Accounting, Investor Relations, Real Estate and Legal.
Ms. Elfers continued, “Sheamus has been a key contributor
since the day he joined our team. Sheamus has a very strong appreciation for our digital transformation, and he is focused on the
significant opportunities now available to us to continue to optimize our expense structure and our store fleet, and to streamline
our operations as we continue to execute our transformation. Sheamus’ extensive specialty retail operating experience makes
him particularly well suited to take on these additional operating responsibilities and the combination of finance and operational
oversight under one leader provides important synergies as we transform to a more agile and nimble digital-first model.”
In the new role of Chief Merchant, Mary Beth Sheridan will have direct
responsibility for Merchandising, Sourcing, Planning and Allocation and will report to Ms. Markee.
Ms. Elfers concluded, “I have worked with Mary Beth previously,
and am confident that she has the experience and skill set necessary to quickly identify growth opportunities on both the top and bottom
lines and to develop collaborative, cross-functional strategies to achieve them. Marybeth’s results-driven mindset will help us
continue to build momentum with our millennial and Gen Z customers.”
Executive Bios
Ms. Markee has been with the Company for over 13 years, holding executive
positions of increasing responsibility. She graduated with a Bachelor of Science in Marketing from Quinnipiac University.
Mr. Toal joined The Children’s Place in October 2022 and previously
spent over 16 years with New York & Company where he held several senior level finance and operational positions as Chief Operating
Officer, Chief Financial Officer, Chief Accounting Officer and Treasurer, culminating in his role as Chief Executive Officer from 2020-2021.
He graduated Magna Cum Laude with a Bachelor of Science in Accounting from St. John’s University and is a Certified Public Accountant.
Ms. Sheridan was most recently a Chief Merchandising Officer at Anthropologie
from September 2020 to February 2023. Prior to that she was with Macy’s for over seven years in executive roles, culminating as
Group Vice President, Merchandising, Digital, Product Development and Design. Ms. Sheridan also spent over 20 years with Lord & Taylor
where she held executive roles of increasing responsibility, including as Senior Vice President, GMM of Menswear and Childrenswear. She
graduated Magna Cum Laude with a Bachelor of Science in Business Administration from the Boston College Carroll School of Management.
About The Children’s Place
The Children’s Place is the largest pure-play children’s
specialty apparel retailer in North America. The Company designs, contracts to manufacture, sells at retail and wholesale, and licenses
to sell fashionable, high-quality merchandise predominantly at value prices, primarily under the proprietary “The Children’s
Place”, “Place”, “Baby Place”, “Gymboree”, “Sugar & Jade” and “PJ Place”
brand names. The Company has online stores at www.childrensplace.com, www.gymboree.com, www.sugarandjade.com and www.pjplace.com and, as of April 29, 2023, the Company had 599 stores in the United States, Canada, and Puerto
Rico and the Company’s five international franchise partners had 212 international points of distribution in 15 countries.
Forward-Looking Statements
This press release contains or may contain
forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including
but not limited to statements relating to the Company’s strategic initiatives and results of operations, including adjusted net
income (loss) per diluted share. Forward-looking statements typically are identified by use of terms such as “may,” “will,”
“should,” “plan,” “project,” “expect,” “anticipate,” “estimate”
and similar words, although some forward-looking statements are expressed differently. These forward-looking statements are based upon
the Company’s current expectations and assumptions and are subject to various risks and uncertainties that could cause actual results
and performance to differ materially. Some of these risks and uncertainties are described in the Company’s filings with the Securities
and Exchange Commission, including in the “Risk Factors” section of its annual report on Form 10-K for the fiscal year ended
January 28, 2023. Included among the risks and uncertainties that could cause actual results and performance to differ materially are
the risk that the Company will be unsuccessful in gauging fashion trends and changing consumer preferences, the risks resulting from
the highly competitive nature of the Company’s business and its dependence on consumer spending patterns, which may be affected
by changes in economic conditions (including inflation), the risks related to the COVID-19 pandemic, including the impact of the COVID-19
pandemic on our business or the economy in general, the risk that the Company’s strategic initiatives to increase sales and margin
are delayed or do not result in anticipated improvements, the risk of delays, interruptions, disruptions and higher costs in the Company’s
global supply chain, including resulting from COVID-19 or other disease outbreaks, foreign sources of supply in less developed countries,
more politically unstable countries, or countries where vendors fail to comply with industry standards or ethical business practices,
including the use of forced, indentured or child labor, the risk that the cost of raw materials or energy prices will increase beyond
current expectations or that the Company is unable to offset cost increases through value engineering or price increases, various types
of litigation, including class action litigations brought under consumer protection, employment, and privacy and information security
laws and regulations, the imposition of regulations affecting the importation of foreign-produced merchandise, including duties and tariffs,
and the uncertainty of weather patterns. Readers are cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date they were made. The Company undertakes no obligation to release publicly any revisions to these forward-looking
statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Contact: Investor Relations (201) 558-2400
ext. 14500
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