Tandy Leather Factory Inc 8-K, filed Jan 3, 2025
Tandy Leather Factory Inc (TLF)
8-K
2025-01-03
For: 2025-01-02
View Original
Added on
April 08, 2026
About this 8-K
Tandy Leather Factory Inc filed this 8-K on January 3, 2025, reporting on events of January 2, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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
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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
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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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
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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. ☐
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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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On January 2, 2025, Janet Carr submitted her resignation as Chief Executive Officer, principal financial officer and a member of the Board of Directors
of Tandy Leather Factory, Inc. (the “Company”), effective as of the close of business on January 3, 2025. Ms. Carr will continue her employment with the Company in a non-executive officer capacity until March 31, 2025, to work on certain specified
matters. Pursuant to a letter agreement dated January 2, 2025, between Ms. Carr and the Company, Ms. Carr will continue to be paid her current base salary during this period, and on March 31, 2025 (subject to her continued employment through that
date) she will receive a retention bonus of $310,000.
On January 2, 2025, the Company’s Board of Directors appointed Johan Hedberg as the Company’s new Chief Executive Officer and a member of its Board of
Directors, effective as of January 6, 2025. In his capacity as the Company’s principal executive officer, pursuant to an employment agreement dated January 3, 2025, Mr. Hedberg will receive an initial base salary of $425,000 per year, with an
opportunity to receive an annual bonus, based on the Company’s financial performance, equal to 50% of his annual base salary at “target” levels of performance; his maximum potential bonus if the Company exceeded those “target” performance measures
would be 100% of his base salary. Mr. Hedberg will receive an initial grant of 100,000 restricted stock units on or before February 28, 2025; each restricted stock unit will convert into one share of the Company’s common stock on the first
anniversary of the grant date, subject to his continued employment with the Company on that date. He is also expected to receive an initial grant of 900,000 performance-based restricted stock units, each of which would convert into one share of
the Company’s common stock upon the Company’s achievement of certain pre-determined performance targets (with 150,000 shares being issued if and when each of six different targets are achieved), also subject to his continued employment with the
Company on each such date. The specific performance targets for the vesting of his performance-based restricted stock units are expected to be finalized by the Company’s Board of Directors during the first quarter of 2025.
On January 2, 2025, James Pappas resigned as a member of the Company’s Board of Directors and its Nominating and Governance Committee, effective as of
January 3, 2025. Mr. Pappas’s resignation was not due to any disagreement with the Company.
On January 2, 2025, the Board of Directors of the Company appointed John “Rocky”
Sullivan to the Company’s Board of Directors and its Nominating and Governance Committee, effective as of January 6, 2025. Mr. Sullivan has served since January 2022 as an Investment Advisor Representative
and Investment Analyst with JCP Investment Management, which might be deemed to be an affiliate of ours by virtue of holding approximately 10% of our outstanding common stock. JCP Investment Management is an SEC Registered Investment Advisor,
where Mr. Sullivan’s core focus is on investment due diligence and public equity analysis. He has also been the owner since May 2018 of Sullivan Companies and its affiliates, which is engaged in investment management, real estate development and
production agriculture. Mr. Sullivan has a BBA in marketing from Texas A&M University and is a graduate of the Texas Christian University Ranch Management Program. Mr. Sullivan brings to our Board a strong financial and business management
background. There are no arrangements or understandings pursuant to which Mr. Sullivan was appointed. He will receive the standard compensation for the Company’s outside
Directors.
On January 3, 2025, the Company issued a press release (the “Press Release”) announcing the matters described above. A copy of the Press Release is
attached as Exhibit 99.1.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
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No.
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Exhibit
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Press release dated January 3, 2025
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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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TANDY LEATHER FACTORY, INC.
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Date: January 3, 2025
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By: /s/ Janet Carr
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Janet Carr, Chief Executive Officer
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Exhibit 99.1
FOR IMMEDIATE RELEASE
January 3, 2025
Tandy Leather Factory Appoints new CEO; Announces Board Changes
FORT WORTH, TEXAS – January 3, 2025 – Tandy Leather Factory, Inc. (the “Company”, Nasdaq: TLF) today announced it has appointed Johan Hedberg as its new Chief Executive Officer
and a member of the Board of Directors, effective as of Monday, January 6. Mr. Hedberg will replace Janet Carr, who will remain with the Company for transition through March 2025.
Mr. Hedberg brings more than 30 years of wholesale and retail leadership experience, most recently as Chief Sales Officer and President, Americas, of Fiskars
Group, after serving as SVP Global Sales and then Global Chief Sales Officer there. Before Fiskars, he served at Thule Group as VP of Sales and Marketing.
Jeff Gramm, the Company’s Chairman, said, “We are extremely grateful to Janet Carr for six years of outstanding leadership of Tandy Leather. Under Janet,
the Company has improved our product quality and found new categories of customers despite some difficult economic headwinds, most notably during the Covid crisis. As we prepared to sell our Fort Worth property and move our headquarters, Janet
thought that this would be a good time for the company to transition to a new leader. We are very happy to have now identified Johan Hedberg as Tandy’s next CEO. Johan brings an impressive history of team leadership and driving sales, both in the
U.S. and internationally. We are thrilled to welcome him to the Tandy team.
“Janet has agreed to remain with Tandy through the end of March to assist primarily with transition, completing our 2024 financial reporting and preparing
for our headquarters move later this year,” Mr. Gramm continued.
Mr. Hedberg stated, “I am excited by the opportunity to lead Tandy Leather, with its more than 100-year history as the leading specialty retailer of leather
and leather-crafting products. I look forward to the opportunities and challenges ahead to grow sales and continue to reach new customers as we move to our new facilities and the next chapter in Tandy’s story.”
Ms. Carr stated, “It has been an honor and privilege to serve Tandy, our employees, business partners, shareholders and the leatherworking community over the
last 6 years together with this talented, passionate, committed team. I wish the team the very best for the future.”
The Company further announced that it has elected John (Rocky) Sullivan to join its Board of Directors, also as of January 6. Mr. Sullivan is an Investment
Advisor Representative and Investment Analyst with JCP Investment Management; he is also the owner of Sullivan Companies and its affiliates, which are engaged in investment management, real estate development and production agriculture.
Concurrently with Mr. Sullivan joining, current directors James Pappas, as well as Ms. Carr, will step down from the Board.
Mr. Gramm stated, “We are also grateful to James Pappas for his years of leadership on Tandy’s Board. Rocky Sullivan has worked closely with James at JCP
and comes highly recommended; we’re very pleased to have him joining our Board.”
Tandy Leather Factory, Inc., (http://www.tandyleather.com), headquartered in Fort Worth, Texas, is a specialty retailer of a broad product line, including leather, leatherworking tools, buckles and adornments for belts, leather
dyes and finishes, saddle and tack hardware, and do-it-yourself kits. The Company distributes its products through its 99 North American stores (including two temporarily closed for relocation) located in 40 US states and six Canadian
provinces, and one store located in Spain. Its common stock trades on the Nasdaq Capital Market under the symbol “TLF”. To be included on Tandy Leather Factory's email distribution list, go to: http://www.b2i.us/irpass.asp?BzID=1625&to=ea&s=0.
Contact: Jeff Gramm, Tandy Leather Factory, Inc. (817) 872-3200 or jeff@banderapartners.com
This news release may contain statements regarding future events, occurrences, circumstances, activities, performance, outcomes and
results that are considered "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Actual results and events may differ from those projected as a result of certain risks and uncertainties. These risks and
uncertainties include but are not limited to: changes in general economic conditions, negative trends in general consumer-spending levels, failure to realize the anticipated benefits of opening retail stores; availability of hides and leathers and
resultant price fluctuations; change in customer preferences for our product, and other factors disclosed in our filings with the Securities and Exchange Commission. These forward-looking statements are made only as of the date hereof, and except
as required by law, we do not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.