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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
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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 December 20, 2021, Timothy Flynn notified The Container Store Group, Inc. (the “Company”) of his resignation from the Board of Directors (the “Board”) and Culture and Compensation Committee of the Board, effective March 29, 2021 (the “Effective Date”).
On December 20, 2021 the Board elected Lisa Klinger as a Class III director of the Company, effective on the Effective Date, for a term expiring at the annual meeting of shareholders in 2022 or until her earlier death, resignation or removal. In addition, the Board appointed Ms. Klinger to serve on the Audit Committee of the Board.
Ms. Klinger will participate in the Company’s standard compensation program for non-employee directors, which currently includes:
| · | an annual retainer of $80,000, payable quarterly; |
| · | additional annual retainer of $5,000 for serving as a member of the Audit Committee; |
| · | an initial grant of stock options, restricted shares or restricted stock units (the “Initial Award”), as determined by the Board, with a value equal to a prorated portion of $130,000, based on the portion of the initial year served by the non-employee director following election to the Board; and |
| · | an annual grant of an equity award of stock options, restricted shares or restricted stock units (the “Annual Award”), as determined by the Board, with a value on the date of grant of $130,000. |
The Initial Award and each Annual Award will vest on the earlier of (x) the day immediately preceding the date of the first Annual Meeting following the date of grant and (y) the first anniversary of the date of grant.
Ms. Klinger has also entered into the Company’s standard indemnification agreement for directors and officers.
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.
| | THE CONTAINER STORE GROUP, INC. | |
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| Date: December 22, 2021 | By: | /s/ Jeffrey A. Miller |
| | | Jeffrey A. Miller |
| | | Chief Financial Officer |
