Current Report Filing (8-k)
September 18 2017 - 6:01AM
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):
September 13, 2017
HSN, INC.
(Exact name
of registrant as specified in charter)
Delaware
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001-34061
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26-2590893
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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1 HSN Drive, St. Petersburg,
Florida 33729
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33729
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(Address of principal executive
offices)
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(Zip Code)
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(727)
872-1000
(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):
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☐
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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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☐
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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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☐
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Emerging growth company
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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 financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 1.01
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Entry Into a Material
Definitive Agreement
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On September
13, 2017, the Compensation and Human Resources Committee of the Board of Directors of HSN, Inc. (the “
Company
”)
approved an amendment to the HSN, Inc. Named Executive Officer and Executive Vice President Severance Plan (the “
Plan
”),
as permitted under the terms of the Agreement and Plan of Merger, dated as of July 5, 2017, by and among Liberty Interactive Corporation,
Liberty Horizon, Inc. and the Company. This amendment provides for a contingent cutback relating to the “golden parachute”
excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended. That is, if the amount of any severance payments
that a participant would be entitled to receive under the Plan in connection with a change in control transaction (when added
to any other amounts payable to the participant in connection with the transaction) would trigger the excise tax on the participant,
then the amount of the severance and other payments will be reduced to the extent necessary to avoid the excise tax, but only
if the participant would retain a greater amount of the payments on an after-tax basis than had no reduction been made. Prior
to this amendment, the Plan provided for such a reduction regardless of the impact on the participant’s after-tax position.
This amendment also sets forth the order in which the reduction would be applied to the payments.
The foregoing
description of this amendment to the Plan does not purport to be complete and is qualified in its entirety by reference to the
actual amendment to the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein
by reference.
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Item 9.01
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Financial Statements
and Exhibits
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10.1
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Amendment 1 to the HSN, Inc.
Named Executive Officer and Executive Vice President Severance Plan
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INDEX TO
EXHIBITS
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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HSN, Inc.
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Date: September 15, 2017
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By:
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/s/
Rod Little
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Rod Little
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Chief Financial Officer
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