8-K
Childrens Place, Inc. (PLCE)
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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 theSecurities Exchange Act of 1934
Date of report (Date of earliest event reported):
July 13, 2023
| THE CHILDREN’S PLACE, INC. | ||
|---|---|---|
| (Exact Name of Registrant as Specified in Charter) | ||
| Delaware | 000-23071 | 31-1241495 |
| --- | --- | --- |
| (State or Other Jurisdiction of <br><br>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<br><br> <br>Symbol(s) | Name of each exchange on<br> 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 ofCertain Officers |
|---|
On July 13, 2023, the Company appointed Alicia Enciso to the Company’s Board of Directors and to the Corporate Responsibility, Sustainability and Governance Committee. Ms. Enciso will hold office until the annual meeting of stockholders of the Company to be held in 2024. Ms. Enciso is an independent director under applicable SEC and Nasdaq rules.
Ms. Enciso was the Chief Marketing Officer of Nestle USA from 2017 until her retirement in May 2023. Ms. Enciso joined Nestle in 2008 as the Chief Marketing Officer – Vice President Marketing & Communications of Grupo Nestle Mexico, before becoming the Chief Marketing Officer of Nestle USA in 2013. From 2016 to 2017, Ms. Enciso was President of the Beverage Division of Nestle USA. In these positions, Ms. Enciso’s extensive expertise and leadership extended to building high performing brands and leading digital transformation and e-commerce capabilities.
Prior to joining Nestle, Ms. Enciso served as the Principal Consultant – Mexico Managing Director of Zyman Group, a marketing and consulting company, from 2005-2008, and was the CEO and Co-Founder of Tradaq Mexico/Latin America, an internet media trading company, from 1999-2005. Prior to these roles, Ms. Enciso held leadership and brand management positions for over ten years at The Procter and Gamble Company and The Estee Lauder Company. Ms. Enciso received a Bachelor of Science degree in Business Administration from Instituto Tecnologico Autonomo De Mexico (ITAM).
There is no arrangement or understanding between Ms. Enciso and any other person pursuant to which Ms. Enciso was appointed as a director of the Company. Ms. Enciso will be eligible to participate in all non-management director compensation plans and arrangements available to the Company’s other independent directors. Accordingly, on the date of her appointment as a director, Ms. Enciso was granted time-based restricted stock units under the Company’s 2011 Equity Incentive Plan (the “Plan”) representing 2,687 shares of the Company’s common stock, par value $0.10 per share, which shares are deliverable to Ms. Enciso on the first anniversary of the date of grant, subject to the terms and conditions of the Plan.
The Company also announced that Tracey Griffin will be leaving the Company’s Board of Directors, effective July 13, 2023. Ms. Griffin has served on the Board of Directors since 2020 and will be relocating to the Middle East to become the Chief Financial Officer of the Chalhoub Group, a luxury retailer located in Dubai.
A copy of the press release announcing the appointment of Ms. Enciso as a director of the Company and announcing Ms. Griffin’s departure from the Company’s Board of Directors is attached to this Current Report on Form 8-K as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits |
|---|
| (d) | Exhibits |
|---|---|
| Exhibit 99.1 | Press Release dated July 13, 2023 |
| --- | --- |
| Exhibit 104 | Cover Pages Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
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Forward-Looking Statements
This Current Report onForm 8-K, including Exhibit 99.1, contains or may contain forward-looking statements made pursuant to the safe harbor provisions of thePrivate Securities Litigation Reform Act of 1995, including but not limited to statements relating to the Company’s strategic initiativesand results of operations, including adjusted net income (loss) per diluted share. Forward-looking statements typically are identifiedby 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 risksand uncertainties that could cause actual results and performance to differ materially. Some of these risks and uncertainties are describedin the Company’s filings with the Securities and Exchange Commission, including in the “Risk Factors” section of itsannual report on Form 10-K for the fiscal year ended January 28, 2023. Included among the risks and uncertainties that could cause actualresults and performance to differ materially are the risk that the Company will be unsuccessful in gauging fashion trends and changingconsumer preferences, the risks resulting from the highly competitive nature of the Company’s business and its dependence on consumerspending 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 initiativesto increase sales and margin are delayed or do not result in anticipated improvements, the risk of delays, interruptions, disruptionsand higher costs in the Company’s global supply chain, including resulting from COVID-19 or other disease outbreaks, foreign sourcesof supply in less developed countries, more politically unstable countries, or countries where vendors fail to comply with industry standardsor ethical business practices, including the use of forced, indentured or child labor, the risk that the cost of raw materials or energyprices will increase beyond current expectations or that the Company is unable to offset cost increases through value engineering or priceincreases, various types of litigation, including class action litigations brought under consumer protection, employment, and privacyand 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-lookingstatements, which speak only as of the date they were made. The Company undertakes no obligation to release publicly any revisions tothese forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrenceof unanticipated events.
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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: July 13, 2023 | |
|---|---|
| THE CHILDREN’S PLACE, INC. | |
| By: | /s/<br> Jane Elfers |
| --- | --- |
| Name: | Jane Elfers |
| Title: | President and Chief Executive<br> Officer |
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Exhibit 99.1
THE CHILDREN’S PLACE APPOINTS ALICIA ENCISO
TO ITS BOARD OF DIRECTORS
The Company also announced that Tracey Griffin
will be leaving the Board of Directors
SECAUCUS, N.J., July 13, 2023 —The Children’s Place,Inc. (Nasdaq: PLCE), the largest pure-play children’s specialty apparel retailer in North America, today announced that the Company has appointed Alicia Enciso to the Company’s Board of Directors and as a member of the Corporate Responsibility, Sustainability and Governance Committee. Ms. Enciso will hold office until the annual meeting of stockholders of the Company to be held in 2024. Ms. Enciso is an independent director under applicable SEC and Nasdaq rules.
Ms. Enciso was the Chief Marketing Officer of Nestle USA from 2017 until her retirement in May 2023. Ms. Enciso joined Nestle in 2008 as the Chief Marketing Officer – Vice President Marketing & Communications of Grupo Nestle Mexico, before becoming the Chief Marketing Officer of Nestle USA in 2013. From 2016 to 2017, Ms. Enciso was President of the Beverage Division of Nestle USA. In these positions, Ms. Enciso’s extensive expertise and leadership extended to building high performing brands and leading digital transformation and e-commerce capabilities. Prior to joining Nestle, Ms. Enciso served as the Principal Consultant – Mexico Managing Director of Zyman Group, a marketing and consulting company, from 2005-2008, and was the CEO and Co-Founder of Tradaq Mexico/Latin America, an internet media trading company, from 1999-2005. Prior to these roles, Ms. Enciso held leadership and brand management positions for over ten years at The Procter and Gamble Company and The Estee Lauder Company. Ms. Enciso received a Bachelor of Science degree in Business Administration from Instituto Tecnologico Autonomo De Mexico (ITAM).
Norman Matthews, Chair of the Board said, “Alicia is a proven senior business leader with an exceptional track record in creating innovative and high-growth marketing and digital strategies in the consumer industry. As an experienced and accomplished C-suite executive, she brings a broad strategic and operational skillset, which will strengthen our Board and help to support the Company’s digital transformation through its strong focus on marketing to our digitally savvy and diverse customer base.”
The Company also announced that Tracey Griffin will be leaving the Company’s Board of Directors, effective today. Ms. Griffin has served on the Board of Directors since 2020 and will be relocating to the Middle East to become the Chief Financial Officer of the Chalhoub Group, a luxury retailer located in Dubai.
Mr. Matthews also addressed the departure of Ms. Griffin, “Tracey has been a valuable member of our Board of Directors for a number of years, and we are very grateful for her many contributions and wish her much success in her new position.”
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.comand 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 containforward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, includingbut not limited to statements relating to the Company’s strategic initiatives and results of operations, including adjusted netincome (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 uponthe Company’s current expectations and assumptions and are subject to various risks and uncertainties that could cause actual resultsand performance to differ materially. Some of these risks and uncertainties are described in the Company’s filings with the Securitiesand Exchange Commission, including in the “Risk Factors” section of its annual report on Form 10-K for the fiscal year endedJanuary 28, 2023. Included among the risks and uncertainties that could cause actual results and performance to differ materially arethe risk that the Company will be unsuccessful in gauging fashion trends and changing consumer preferences, the risks resulting from thehighly competitive nature of the Company’s business and its dependence on consumer spending patterns, which may be affected by changesin economic conditions (including inflation), the risks related to the COVID-19 pandemic, including the impact of the COVID-19 pandemicon our business or the economy in general, the risk that the Company’s strategic initiatives to increase sales and margin are delayedor do not result in anticipated improvements, the risk of delays, interruptions, disruptions and higher costs in the Company’s globalsupply chain, including resulting from COVID-19 or other disease outbreaks, foreign sources of supply in less developed countries, morepolitically unstable countries, or countries where vendors fail to comply with industry standards or ethical business practices, includingthe use of forced, indentured or child labor, the risk that the cost of raw materials or energy prices will increase beyond current expectationsor that the Company is unable to offset cost increases through value engineering or price increases, various types of litigation, includingclass action litigations brought under consumer protection, employment, and privacy and information security laws and regulations, theimposition of regulations affecting the importation of foreign-produced merchandise, including duties and tariffs, and the uncertaintyof weather patterns. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of thedate they were made. The Company undertakes no obligation to release publicly any revisions to these forward-looking statements that maybe 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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