Lands' End Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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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.
On March 11, 2025, Lands’ End, Inc. (the “Company”) and Bernard McCracken, Chief Financial Officer of the Company, entered into an Amended and Restated Executive Severance Agreement (the “Agreement”) which supersedes the Executive Severance Agreement with Mr. McCracken dated September 14, 2023. The Agreement provides that, subject to his execution without revocation of a release of claims against the Company and its affiliates, if Mr. McCracken’s employment is terminated by the Company without "cause," or by Mr. McCracken for "good reason," each as defined in the Agreement, he will be entitled to: (i) a pro-rata bonus for that fiscal year, based on actual performance, if such termination of employment occurs during the last six months of the applicable fiscal year, (ii) an amount equal to the sum of his base salary plus the average of his prior two years’ annual bonus, paid in installments over 12 months (or two times the sum of (a) his base salary plus (b) the greater of the average of his prior two years’ annual bonus or target annual bonus, paid in installments over 24 months, if a qualifying termination occurs in contemplation of, or within two years after, a change in control of the Company); (iii) continued health insurance coverage for up to the same period of time as severance is paid; and (iv) 12 months of outplacement services. Mr. McCracken is not entitled to any “golden parachute” excise tax gross-up payments under the Agreement.
The Agreement also contains a non-competition covenant applicable during Mr. McCracken’s employment and for 12 months (24 months, if a qualifying termination occurs in contemplation of, or within two years after, a change in control of the Company) thereafter; provided, however, that if Mr. McCracken’s non-competition covenant applies for 24 months, Mr. McCracken may elect to compete following the 12 month anniversary of his termination date if he waives his right to the balance of any cash severance payments. In addition, Mr. McCracken will also be subject to (1) an employee non-solicitation covenant during his employment and for 18 months thereafter; and (2) non-disparagement and confidentiality covenants during his employment and for 24 months thereafter.
The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement which is filed as an exhibit to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Description |
10.1 |
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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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LANDS’ END, INC. |
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Date: |
March 14, 2025 |
By: |
/s/ Peter L. Gray |
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Name: Peter L. Gray |