G-III Apparel Group LTD. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Leadership Update, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
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 21, 2025 (
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Item 1.01 Entry into a Material Definitive Agreement
The Compensation Committee (the “Committee”) of the Board of Directors of G-III Apparel Group, Ltd. (the “Company”) awarded performance share units (“PSUs”) pursuant to the Company’s 2023 Long-Term Incentive Plan (the “2023 Plan”), to the named executive officers of the Company (the “Named Executive Officers”) in the amounts specified in the table below. The PSUs will enable the Named Executive Officers to receive shares of our common stock if and to the extent that the PSU awards vest based on the Company’s performance against two metrics: three-year cumulative earnings before interest and taxes (“Adjusted EBIT”) and three-year average return on invested capital (“ROIC”), each of which is described further below. The actual number of PSUs that may vest is subject to adjustment based on the performance level achieved relative to each metric, as described further below, and therefore may be equal to, greater than, or less than the “Number of PSUs Awarded” specified in the table.
Name and Position(s) | Number of PSUs Awarded |
Morris Goldfarb, Chairman, Chief Executive Officer and Director | 134,680 |
Sammy Aaron, Vice Chairman, President and Director | 101,010 |
Jeffrey Goldfarb, Executive Vice President and Director | 39,281 |
Dana Perlman, Chief Growth and Operations Officer | 11,223 |
Neal S. Nackman, Chief Financial Officer | 9,352 |
6. Settlement Upon PSU Vesting. If a Named Executive Officer’s PSUs vest based on satisfaction of the metrics as described above, settlement of the applicable award that has vested based upon the performance levels achieved will occur on or within 90 days after the time vesting date of April 1, 2028, contingent on continued employment or other service to the Company through this vesting date.
The number of shares of common stock to which the PSU awards relate will be appropriately adjusted in the event of stock splits, stock dividends and other extraordinary corporate events.
The foregoing descriptions of the terms of the PSU awards are qualified by reference to the full text of the form of Performance Share Unit Agreement for these awards under the 2023 Plan, which is filed herewith as Exhibit 10.1.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) See “Item 1.01 Entry into a Material Definitive Agreement” above with respect to PSU awards to our Named Executive Officers, Morris Goldfarb, Sammy Aaron, Jeffrey Goldfarb, Dana Perlman and Neal S. Nackman.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1Form of Performance Share Unit Agreement for PSU awards.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).
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EXHIBIT INDEX
Exhibit |
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10.1 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
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.
G-III APPAREL GROUP, LTD. | ||
Date: March 21, 2025 | By: | /s/ Neal S. Nackman |
Name: | Neal S. Nackman | |
Title: | Chief Financial Officer | |
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