SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 1)
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
September 25, 2018
(Date of Report; Date of Earliest Event Reported)
STEIN MART, INC.
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction
|(Commission File Number)|| |
1200 Riverplace Blvd., Jacksonville, Florida 32207
(Address of Principal Executive Offices Including Zip Code)
(Registrants telephone number, including area code)
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))
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. ☐
Stein Mart, Inc. (the Company) is filing this Amendment No. 1 to the Companys Current Report on Form 8-K filed on October 1, 2018 (the Original Report) to supplement the information provided in Item 5.02 therein regarding the terms of the retirement of Gregory W. Kleffner. All other information in the Original Report remains unchanged.
|ITEM 5.02|| |
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
As previously described in the Original Report, Gregory W. Kleffner shared his plans to retire from the Company effective January 31, 2019. Consequently, on February 1, 2019, the Company and Mr. Kleffner executed a Consulting Agreement (the Agreement), a copy of which is attached as Exhibit 10.1. The Agreement provides, among other things, a rate of $225 per hour to be paid for services provided, including reasonable and necessary expenses. Mr. Kleffner will also be paid a $150,000 retention bonus, which he was set to earn in April 2019.
The preceding summary of the material terms of the Agreement is qualified in its entirety by the full text of such Agreement, which is filed herewith as Exhibit 10.1. In the event of any discrepancy between the preceding summary and the text of the Agreement, the text of the Agreement shall control.
|ITEM 9.01|| |
FINANCIAL STATEMENTS AND EXHIBITS
|10.1||Gregory Kleffner Consulting Agreement|
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.
STEIN MART, INC.
|Date: February 7, 2019||By:||/s/ D. Hunt Hawkins|
D. Hunt Hawkins
Chief Executive Officer
Date: February 1, 2019
5140 Bridlewood Court
Ponte Vedra Beach, FL 32082
I am delighted to confirm our offer to engage you as a consultant to provide services (Services) to Stein Mart, Inc., consistent with the knowledge you have gained as our Chief Financial Officer. This agreement is nonexclusive, and you retain the right to provide your services to other businesses during this period. If you provide services for another retailer, you must inform Stein Mart of such activity.
In recognition of the high level of skill and expertise you possess and that the Services will require, we will pay you $225 per hour for any services that you provide. Payment will be made at the end of each month. Reasonable and necessary direct expenses you incur while performing the Services, including, but not limited to travel expenses, will also be reimbursed upon submission of an invoice and supporting receipts. Of course, we ask that you track your hours and advise us monthly during the engagement of the hours billed for the preceding month.
This agreement will take effect after your employment with Stein Mart has ended on February 1, 2019. We have also agreed that you are an independent contractor and are solely responsible for all taxes, withholdings and other statutory obligations of any sort. All payment amounts set forth in this agreement will be paid as gross income, not subject to withholding by the company. Accordingly, you will receive a 1099 from Stein Mart to accommodate your filing of any federal, state and local taxes that may be due on this income.
You agree that you will perform the Services in a professional manner and that none of the Services or any part of our agreement is or will be inconsistent with any obligation you may have to other clients, past or present, including, for example, non-compete agreements. As an independent contractor, you agree that you do not have the authority to enter into any contract or other obligation on behalf of Stein Mart.
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You agree that all work under this agreement will be your original work and that none of the Services or Intellectual Property or any development, use, production, distribution, or exploitation thereof will infringe, misappropriate, or violate any intellectual property or other right of any person or entity.
As you perform the Services, you will be exposed to or provided with proprietary information, including but not limited to Stein Marts trade secrets and other business, technical, and financial plans and information. You agree to hold this Proprietary Information in confidence. Upon termination of the Services, or as otherwise requested by Stein Mart, you will promptly return to Stein Mart all items and copies containing or embodying Proprietary Information. You agree to respect Stein Marts blackout dates in trading any shares.
You agree to defend, indemnify, and hold Stein Mart harmless from any and all claims, damages, attorneys fees and expenses arising from any action or inaction by you in relation to providing the Services.
Finally, this agreement contains the entire understanding and agreement between you and Stein Mart and shall not be modified except upon express written consent of the parties. You also agree that you have not relied upon any representation or statement made by Stein Mart, its agents or employees that is not set forth in this agreement.
Please indicate your acceptance of this agreement by signing and dating below and returning a copy to me at your earliest convenience. In the meantime, if you have any questions or if you need any further information, please do not hesitate to call me.
/s/ D. Hunt Hawkins
D. Hunt Hawkins
Chief Executive Officer
Consultant Acceptance: /s/ Greg Kleffner Date: 2/1/19