Current Report Filing (8-k)

0001792781FALSE00017927812023-01-052023-01-05

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): January 5, 2023

TORRID HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40571

84-3517567

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

18501 East San Jose Avenue

City of Industry, California 91748

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: [phone]

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01

CURV

New York Stock Exchange

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. ☐

---

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

On January 5, 2023, Mr. Michael Salmon, the former Chief Strategy Officer of Torrid Holdings Inc. (the “Company”) entered into a Separation Agreement (the “Agreement”) with the Company. The Agreement provides that, subject to Mr. Salmon not revoking the Agreement within a seven day period, Mr. Salmon will become entitled to the following separation benefits: (i) twelve months of base pay in the gross amount of $550,000, less applicable withholding and deductions, paid through salary continuation; and (ii) payment of the premium to the third-party administrator for health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) through January 31, 2024 or until Mr. Salmon becomes re-insured under a different plan, whichever occurs first.

The foregoing is a summary description of certain terms of the Separation Agreement and, by its nature, is incomplete. It is qualified in its entirety by the full text of the Separation Agreement, a copy of which will be filed with the Company’s Annual Report on Form 10-K for the year ending January 28, 2023.

---

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.

 

TORRID HOLDINGS INC.

By:

/s/ Bridgett C. Zeterberg

Name:

Bridgett C. Zeterberg

Title:

Chief Human Resources Officer, Chief Legal Officer and Corporate Secretary

Date: January 6, 2023