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) October 13, 2014

 

 

SEARS HOLDINGS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   000-51217   20-1920798

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

3333 Beverly Road

Hoffman Estates, Illinois 60179

(Address Of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, Including Area Code: (847) 286-2500

Not Applicable

(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:

 

¨ 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))

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 15, 2014, Sears Holdings Corporation (the “Company”) announced that Ronald D. Boire, the Company’s Executive Vice President, Chief Merchandising Officer and President, Sears Full Line Stores and Kmart Format, will be leaving the Company effective October 15, 2014. He is leaving to serve as Acting President and Chief Executive Officer of Sears Canada Inc.

In connection with Mr. Boire’s departure, the Company and Mr. Boire entered into the agreement dated October 13, 2014 attached hereto as Exhibit 10.1, which is incorporated herein by reference. The agreement provides for the vesting of 25,000 shares that were granted in 2012, and for the vesting of cash payments of $376,840 granted in 2012 and 2014 in connection with the spin-off or other distribution to shareholders of shares in Sears Canada Inc., Sears Hometown and Outlet Stores, and Lands’ End. These awards will be paid or settled, as applicable, as soon as practicable (but in no event later than March 15, 2015). The agreement also provides that the remaining $50,000 paid to Mr. Boire on October 15, 2014, as the final installment of his sign-on bonus, is not subject to repayment by Mr. Boire to the Company.

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit 10.1    Letter from Company to Ronald D. Boire relating to departure, dated October 13, 2014

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.

 

      SEARS HOLDINGS CORPORATION
Dated: October 15, 2014      

/s/ Robert A. Riecker

      By: Robert A. Riecker
      Its: Vice President, Controller and Chief Accounting Officer

EXHIBIT INDEX

 

Exhibit 10.1    Letter from Company to Ronald D. Boire relating to departure, dated October 13, 2014
EX-10.1

Exhibit 10.1

 

LOGO

 

October 13, 2014  

Dean Carter

Chief Human Resources Officer

Ronald D. Boire

7 Blanchard Drive

Warwick, NY 10990

  

Sears Holdings Management Corporation

3333 Beverly Road B6-169B

Hoffman Estates, IL 60179

PH: 847-286-1548

Email: dean.carter@searshc.com

 

Re: Separation from Service

Dear Ron:

This letter agreement (“Letter Agreement”) memorializes our discussions related to your resignation as Executive Vice President, Chief Merchandising Officer and President – Sears Full Line Stores and Kmart Formats of Sears Holding Corporation (the “Company”) to serve as Acting President and Chief Executive Officer of Sears Canada Inc. (“Sears Canada”), effective as of October 15, 2014 (the “Resignation Date”).

In consideration of the mutual agreements, provisions, and covenants contained in this Letter Agreement, the Company and you hereby agree as follows:

 

1. Separation from Service. Effective as of the close of business on the Resignation Date, you hereby resign your employment with the Company, and concurrently resign from all offices and directorships you hold with the Company or any of its affiliates (other than Sears Canada). You acknowledge and agree that for purposes of all plans, agreements, policies, and arrangements of the Company and its affiliates (other than Sears Canada) in which you participated or to which you were a party (including, without limitation, that certain offer letter dated as of February 10, 2012 (the “Offer Letter”) and that certain Executive Severance Agreement, dated as of January 8, 2012 (the “Severance Agreement”), in each case by and between the Company and you), your resignation from your positions with the Company and its affiliates (other than Sears Canada) on the Resignation Date shall be a voluntary resignation for purposes of the Severance Agreement. Moreover, in the case of any such plan, agreement, policy, or arrangement that includes the concept of resignation with “good reason” or a similar term of like meaning, you agree that your resignation shall be considered to have been made without “good reason” (or such similar term).

 

2. Vesting of Certain Long-Term Incentive Compensation. Notwithstanding any provision of your Offer Letter or any award letter or other agreement to the contrary, the Company agrees that, effective as of your Resignation Date, you shall be fully vested in the long-term cash and equity awards set forth on Exhibit A hereto, and these awards shall be paid or settled, as applicable, as soon as practicable thereafter (but in no event later than March 15, 2015). Any other cash or equity long-term incentive compensation award, to the extent not vested as of the Resignation Date, shall be automatically forfeited as of the Resignation Date.

 

3. Restrictive Covenants. For the avoidance of doubt, you acknowledge and agree that your Resignation Date constitutes your “Date of Termination” for purposes of the Severance Agreement, and as such you are subject to the covenants set forth in Sections 3 through 9 of the Severance Agreement. Notwithstanding the foregoing, the Company agrees that your employment with Sears Canada following the Resignation Date shall not constitute a breach of Section 4(c) of the Severance Agreement.

4. Miscellaneous.

 

  (a) Amendments. This Letter Agreement may not be amended or modified other than by a written agreement executed by the parties hereto or their respective successors or legal representatives.

 

  (b) Governing Law. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to conflict of laws principles thereof.

 

  (c) Entire Agreement. By signing this Letter Agreement, you acknowledge and agree that you have no rights to any further compensation or benefits under the Offer Letter or Severance Agreement. This Letter Agreement constitutes the complete understanding between the parties hereto relating to the subject matter hereof, and supersedes in its entirety any prior oral or written agreements, understandings, or representations relating to the subject matter hereof; provided, however, that Section 3 through 22 of the Severance Agreement shall survive with respect to your obligations and the Company’s and its affiliates’ rights referenced in Section 3 of this Letter Agreement as if fully set forth herein.

Please confirm your agreement to the foregoing by executing this Letter Agreement as indicated below.

Sincerely,

/s/ Dean Carter

Dean Carter

Acknowledged and Agreed:

 

/s/ Ronald D. Boire                                                            10/14/14
Ronald D. Boire   Date

Exhibit A

Ronald D. Boire

Unvested Incentive Compensation

Restricted Stock Awards

 

Grant Date   

Shares/Units

Granted

    Equity Type    Stock Plan Year    Vest Date
01/09/2012    25,000    RSS    2006    01/09/2015

Cash Awards

 

Grant Date    Grant Amount    Vest Date    Grant Reason
03/24/2014        $202,958        01/09/2015        Cash Rights – LE
11/13/2012        $121,377        01/09/2015        Cash Rights – CAN
09/11/2012        $52,505        01/09/2015        Cash Rights – SHO
Total:        $376,840              

The $50,000 paid to you on October 15, 2014 as the final installment of your sign-on bonuses payable to you under your Offer Letter shall not be subject to the repayment provisions otherwise set forth in the Offer Letter.