8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the securities Exchange Act of 1934

Date of Report (Date of Earliest Event reported):

January 22, 2020

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National Vision Holdings, Inc.

(Exact name of registrant as specified in its charter)

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Commission file number 001-38257

(770) 822‑3600

(Registrant’s telephone number, including area code)

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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 230.42

☐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 ☐

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.              ☐

Item 1.01 Entry into a Material Definitive Agreement

National Vision, Inc. (“NVI”), a wholly-owned subsidiary of National Vision Holdings, Inc. (the “Company”), entered into Amendment 3 to the Management & Services Agreement (the “Amendment”) with Walmart, Inc. (“Walmart”), which will be effective as of January 23, 2020. The Amendment updates the terms of the Management & Services Agreement (the “MSA”) between Walmart and NVI, dated as of May 1, 2012, as amended, to (1) add five additional vision centers located in Georgia to the MSA at a mutually agreeable “go-live date” for each new center and (2) extend the current term of the MSA by six months, to February 23, 2021, and provide that the MSA will automatically renew for an additional three year term unless, no later than July 23, 2020, one party gives the other party written notice of non-renewal. All other terms and conditions of the MSA remain in effect. As a result of the Amendment, the Company will now be managing 231 vision centers within Walmart stores pursuant to the MSA.

A copy of the Amendment is filed herewith as Exhibit 10.1 and incorporated herein by reference. The above description of the Amendment is qualified in its entirety by reference to such exhibit.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

See the Exhibit Index immediately preceding the signature page hereto, which is incorporated herein by reference.

EXHIBIT INDEX

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

		Exhibit

Exhibit 10.1

AMENDMENT 3 TO THE MANAGEMENT & SERVICES AGREEMENT BETWEEN WALMART, INC. AND NATIONAL VISION, INC.

This Amendment 3 to the MANAGEMENT & SERVICES AGREEMENT, dated as of May 1, 2012, as amended (the “Agreement”), between Walmart, Inc. (f/k/a Wal-Mart Stores, Inc.) (“Walmart”) and National Vision, Inc. (“Manager”) is effective as of January 23, 2020. All capitalized terms used but not defined in this amendment have the meaning given those terms in the Agreement.

Based upon the terms and conditions of the Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged. Walmart and Manager agree to the following:

“This Agreement begins on the Effective Date and continues until February 23, 2021, unless sooner terminated or extended in accordance with the terms of this Agreement. This Agreement will automatically renew for an additional three (3) year term unless, no later than July 23, 2020, one Party gives the other Party written notice of non-renewal. The initial term and any renewal term of this Agreement are referred collectively as the “Term”.”

IN WITNESS WHEREOF, the undersigned parties do hereby agree to make the above modifications to the Agreement. These modifications are valid as if they were included in the original Agreement.

SCHEDULE A

List of Centers and Minimum Hours of Operation