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ITEM 5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
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(b) Departure of Chief Executive Officer
On
September 29, 2016, Stein Mart, Inc. (the “Company”) announced that Dawn Robertson has tendered her resignation as Chief Executive Officer and as a director, and the Company’s Board of Directors accepted that resignation
effective as of September 27, 2016.
A description of the separation agreement entered into by Ms. Robertson and the Company is set forth below.
(c) Appointment of Interim Chief Executive Officer
Also on September 29, 2016, the Company announced the appointment of D. Hunt Hawkins as Interim Chief Executive Officer and as a director, effective as of
September 27, 2016. Due to his position as Interim Chief Executive Officer, he will not serve on any committees of the Board of Directors other than the Executive Committee.
Mr. Hawkins, age 57, joined the Company in 1994 as Senior Vice President, Human Resources and was promoted to Executive Vice President of Operations in
2006, to Executive Vice President, Chief Administrative Officer in 2007, to Executive Vice President, Chief Operating Officer in 2011 and to President and Chief Operating Officer in 2014.
On September 29, 2016, the Company issued a press release announcing the management and Board of Director changes described above, which is attached
hereto as Exhibit 99.1. The information contained in Exhibit 99.1 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, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or under the Exchange Act, except as expressly provided by specific
reference in such a filing.
(e) Compensatory Arrangements
(i) Separation Agreement with Ms. Robertson
In
connection with her resignation, the Company and Ms. Robertson entered into a separation agreement dated as of September 27, 2016 (the “Separation Agreement”), pursuant to which they have agreed that she resigned from the Company
for “Good Reason” as defined in Section 2 of her Employment Agreement.
In accordance with her Employment Agreement, the Separation
Agreement provides that Ms. Robertson will be entitled to receive certain payments and benefits, including one year of her annual base salary, vesting in certain stock awards, prorated payments of long-term incentives, prorated 2016 annual
bonus, and certain insurance benefits, all of which total approximately $1.6 million.
The Employment Agreement and Separation Agreement contain
restrictive covenants and confidentiality provisions, including non-solicitation and non-disparagement obligations for two years.
A copy of the
Separation Agreement (Agreement and General Release) is attached hereto as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description is qualified in its entirety by reference to Exhibit 10.1.
(ii) Compensation arrangements with Mr. Hawkins
Mr. Hawkins’ annual base salary has been increased to $563,500 effective as of September 27, 2016. Other material terms of his current
Employment Agreement, which are described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 21, 2016, remain unchanged.