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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): March 26, 2024 |
Vince Holding Corp.
(Exact name of Registrant as Specified in Its Charter)
Delaware |
001-36212 |
75-3264870 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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500 5th Avenue 20th Floor |
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New York, New York |
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10110 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 323 421-5980 |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Common Stock, $0.01 par value per share |
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VNCE |
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The New York Stock Exchange |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 26, 2024, Jonathan “Jack” Schwefel resigned as Chief Executive Officer of Vince Holding Corp. (the “Company”) and as a member of the Company’s Board of Directors (the “Board”), effective as of March 26, 2024. In connection with Mr. Schwefel’s resignation, the Company entered into a separation agreement and release under which Mr. Schwefel agreed to a general release of claims in favor of the Company. In exchange, Mr. Schwefel will receive his annual base salary as in effect on the date of his departure for four months (reduced by base salary and guaranteed incentive compensation from subsequent full-time employment obtained during such period). All payments to Mr. Schwefel shall be made in accordance with the Company’s normal payroll practices.
On March 26, 2024, the Board appointed David Stefko as interim Chief Executive Officer, effective as of March 26, 2024, until a permanent Chief Executive Officer is appointed. The Board intends to immediately commence a search to hire a permanent Chief Executive Officer. Mr. Stefko, age 67, who currently serves as a member of the Board, joined the Board in June 2023 and will continue to serve on the Board during this time. From September 2015 until February 2023, Mr. Stefko served as Executive Vice President, Chief Financial Officer of the Company and additionally, from August 2020 to March 2021, Mr. Stefko served as Interim Chief Executive Officer of the Company. Prior to joining the Company, Mr. Stefko served as Group Chief Financial Officer at Sun Capital from September 2011. Mr. Stefko has over 30 years of senior finance and executive management experience.
There are no family relationships between Mr. Stefko and any director, executive officer or nominees thereof of the Company. There are no related party transactions between the Company and Mr. Stefko that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
In connection with the appointment of Mr. Stefko as its Interim Chief Executive Officer, the Company entered into an employment agreement with Mr. Stefko. The agreement provides for “at will” employment with a monthly salary of approximately $67,000. While serving as Interim Chief Executive Officer, Mr. Stefko shall not receive compensation for his service as a director other than reimbursement for all reasonable out-of-pocket expenses incurred in connection with his service as a member of the Board.
Item 7.01 Regulation FD Disclosure.
A copy of the press release regarding the executive transaction described above is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished pursuant to Item 7.01 of this Form 8-K, including Exhibit 99.1 hereto, which the registrant furnished in this report is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description of Exhibit |
99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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Vince Holding Corp. |
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Date: |
March 26, 2024 |
By: |
/s/ Akiko Okuma |
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Akiko Okuma |
Exhibit 99.1
VINCE ANNOUNCES LEADERSHIP CHANGE
CEO Jack Schwefel resigns; David Stefko to Reassume Executive Leadership Role as Interim CEO
NEW YORK, March 26, 2024 - Vince Holding Corp., (NYSE: VNCE) (“VNCE” or the “Company”), a global contemporary retailer, today announced that Jack Schwefel has resigned as Chief Executive Officer. The Company’s Board of Directors has appointed David (“Dave”) Stefko, current Director and former Chief Financial Officer of the Company, as Interim Chief Executive Officer, effective immediately, and has initiated a search process to identify a permanent Chief Executive Officer.
“The Board thanks Jack for his work in positioning Vince for its next chapter of growth and wishes him the best as he pursues other opportunities,” said Michael Mardy, Chairman of the Board of Directors. “We are committed to finding a leader who has the skills and vision to continue to keep Vince on its trajectory to achieve its long-term objectives. Through his experience as CFO and as a member of our Board, Dave brings significant understanding of the Company and is well-respected across the organization. Having previously served as Interim CEO during a time of prior transition and amidst the volatility of the Covid-19 pandemic, the Board is confident in Dave’s ability to lead the organization during this period.”
Mr. Stefko has over 30 years of senior finance and executive management experience, and has been a member of the Board since June 2023 after retiring from his role as the Company’s Chief Financial Officer which he held from 2015 to 2023. In addition to his tenure as VNCE’s Chief Financial Officer, Mr. Stefko served as the Company’s Interim Chief Executive Officer from August 2020 to March 2021.
Mr. Stefko said, “I am proud to rejoin the leadership team during this transition as we continue to execute our transformation plan and progress our strategic initiatives focused on driving long-term profitable growth.”
The Company remains on track with its profitability objectives for full year 2023. The Company is still finalizing its annual closing procedures and expects to report fourth quarter and full year 2023 financial results by late April 2024.
ABOUT VINCE HOLDING CORP.
Vince Holding Corp. is a global retail company that operates the Vince brand women’s and men’s ready to wear business. Vince, established in 2002, is a leading global luxury apparel and accessories brand best known for creating elevated yet understated pieces for every day effortless style. Vince Holding Corp. operates 48 full-price retail stores, 15 outlet stores, and its e-commerce site, vince.com and through its subscription service Vince Unfold, www.vinceunfold.com, as well as through premium wholesale channels globally. Please visit www.vince.com for more information.
Forward-Looking Statements: This document contains forward-looking statements under the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding, among other things, our planned transformation program and our current expectations about possible or assumed future results of operations of the Company and are indicated by words or phrases such as "may," "will," "should," "believe," "expect," "seek," "anticipate," "intend," "estimate," "plan," "target," "project," "forecast," "envision" and other similar phrases. Although we believe the assumptions and expectations reflected in these forward-looking statements are reasonable, these assumptions and expectations may not prove to be correct and we may not achieve the results or benefits anticipated. These forward-looking statements are not guarantees of actual results, and our actual results may differ materially from those suggested in the forward-looking statements. These forward-looking statements involve a number of risks and uncertainties, some of which are beyond our control, including, without limitation: our ability to execute and realize the enhanced profitability expectations of our planned transformation program; our ability to
maintain the license agreement with ABG Vince, a subsidiary of Authentic Brands Group; ABG Vince's expansion of the Vince brand into other categories and territories; ABG Vince's approval rights and other actions; our ability to maintain adequate cash flow from operations or availability under our revolving credit facility to meet our liquidity needs; our ability to realize the benefits of our strategic initiatives; general economic conditions; further impairment of our goodwill; the execution and management of our direct-to-consumer business growth plans; our ability to make lease payments when due; our ability to maintain our larger wholesale partners; our ability to remediate the identified material weakness in our internal control over financial reporting; our ability to comply with domestic and international laws, regulations and orders; our ability to anticipate and/or react to changes in customer demand and attract new customers, including in connection with making inventory commitments; our ability to remain competitive in the areas of merchandise quality, price, breadth of selection and customer service; our ability to attract and retain key personnel; seasonal and quarterly variations in our revenue and income; our ability to mitigate system security risk issues, such as cyber or malware attacks, as well as other major system failures; our ability to optimize our systems, processes and functions; our ability to comply with privacy-related obligations; our ability to ensure the proper operation of the distribution facilities by third-party logistics providers; fluctuations in the price, availability and quality of raw materials; commodity, raw material and other cost increases; the extent of our foreign sourcing; our reliance on independent manufacturers; other tax matters; and other factors as set forth from time to time in our Securities and Exchange Commission filings, including those described under "Item 1A—Risk Factors" in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. We intend these forward-looking statements to speak only as of the time of this release and do not undertake to update or revise them as more information becomes available, except as required by law.
This press release is also available on the Vince Holding Corp. website (http://investors.vince.com/).
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Investor Relations:
ICR, Inc.
Caitlin Churchill, 646-277-1274
Caitlin.Churchill@icrinc.com