![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
LL Flooring Holdings Inc | NYSE:LL | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.4899 | -47.56% | 0.5401 | 1.04 | 0.5288 | 1.04 | 3,272,887 | 19:35:44 |
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
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: |
|
(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:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
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 July 6, 2023, LL Flooring Holdings, Inc. (the “Company”) announced that the Board of Directors appointed Robert L. Madore, Jr., age 58, as the Company’s Executive Vice President and Chief Financial Officer. Mr. Madore’s employment with the Company is expected to begin on or about July 10, 2023.
Prior to his appointment, Mr. Madore most recently served as Interim Chief Financial Officer of F45 Training Holdings, Inc. (NYSE: FXLV), a global fitness franchisor, since February 15, 2023. Prior to joining F45, Madore was the Chief Financial Officer of Cronos Group (NASDAQ: CRON) from 2021 - 2022 and EVP and Chief Financial Officer of American Eagle Outfitters, Inc. (NYSE: AEO) from 2016-2020. From 2004 until 2016, Mr. Madore was with Ralph Lauren Corporation (NYSE: RL), as Chief Financial Officer from 2015-2016, SVP Corporate Finance from 2011-2014, and Chief Financial Officer/SVP of Operations of Ralph Lauren Retail Group from 2004 - 2011. Mr. Madore is a Certified Public Accountant.
Mr. Madore was appointed pursuant to the terms of an offer letter, dated June 9, 2023 (the “Offer Letter Agreement”). In connection with Mr. Madore’s appointment as Chief Financial Officer, Mr. Madore will receive an annual base salary of $650,000, a sign-on cash bonus of $150,000, and a one-time cash bonus of $75,000 net of taxes to support initial commuting expenses. Mr. Madore will be eligible to participate in the annual bonus plan for executive management, with a target payout of 80% of his annual base salary, with any bonus for 2023 pro-rated from his date of hire. Subject to the approval of the Compensation Committee, it is expected that Mr. Madore will receive inducement equity awards comprised of (i) a time-based restricted stock award with a grant date fair value of $425,000 vesting ratably over three years and (ii) a performance-based restricted stock unit award with a three-year performance period based on TSR performance, a three-year cliff vesting, and a grant date value of $175,000. These awards will be granted without shareholder approval and outside of the Company’s 2023 Equity Compensation Plan (the “2023 Plan”) as “employment inducement awards” under the NYSE Listed Company Manual Rule 303A.08, but will generally be subject to the same terms and conditions as apply to awards granted under the 2023 Plan. With respect to the restricted stock award, (i) if as part of a Change in Control of the Company (as defined in the 2023 Plan) or during the two (2) year period following a Change in Control of the Company, Mr. Madore’s employment with the Company is terminated by him for “good reason” or is terminated by the Company without “Cause” or (ii) if Mr. Madore’s employment is terminated as a result of death or disability, the restricted stock award will become 100% vested. With respect to the performance-based restricted stock unit award, upon a Change in Control before the end of the performance period, the target number of performance-based restricted stock units shall become eligible to vest and become payable (i) to the extent such award is not assumed or substituted upon such Change in Control and Mr. Madore remains employed through such Change in Control, upon such Change of Control and (ii) to the extent such award is assumed or substituted and Mr. Madore remains employed through the applicable date, the end of such performance period or, if earlier, the date on which Mr. Madore’s employment with the Company is terminated by him for “good reason” or is terminated by the Company without “cause”. In the event Mr. Madore’s employment is terminated as a result of death or disability prior to the end of the performance period, he will be eligible to vest into a pro-rated number of performance-based restricted stock units based on actual performance over the performance period; provided if such termination occurs following a Change in Control (and such awards were assumed or substituted) such pro-ration shall be applied to the target number of performance-based restricted stock units. The foregoing description of the Offer Letter Agreement is qualified in its entirety by reference to the full text of the Offer Letter Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
In addition, the Company and Mr. Madore entered into a severance agreement. The terms of the severance agreement are substantially the same as the terms of the Form of Severance Agreement for Executive Officers (other than CEO) filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on December 30, 2022 and described in Item 5.02 of that Form 8-K.
The Company also announced on July 6, 2023 that Terry Blanchard will step down as Interim Chief Financial Officer when Mr. Madore’s employment commences. A copy of the press release containing these announcements is attached hereto as Exhibit 99.1 and is incorporated by reference into item 5.02 of this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) |
Exhibits. |
||
|
|
|
|
|
Exhibit No. |
|
Description |
|
10.1 |
|
Offer Letter Agreement with Robert L. Madore, dated June 9, 2023 |
|
99.1 |
|
|
|
104 |
|
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
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.
|
|
|
LL FLOORING HOLDINGS, INC. |
|
|
|
|
Date: |
July 6, 2023 |
By: |
/s/ Alice G. Givens |
|
|
|
Chief Legal, Ethics and Compliance Officer and Corporate Secretary |
Exhibit 10.1
|
4901 Bakers Mill Lane, Richmond, VA 23230 www.llflooring.com |
|
June 5, 2023
VIA EMAIL
Mr. Robert Madore
Re: Offer Letter
Dear Robert,
This letter confirms our offer of employment to you with LL Flooring Holdings, Inc. or one of its subsidiaries (individually and collectively, as applicable, or “LL Flooring” or the “Company”). The details of our offer are as follows:
1
The Compensation Committee shall be responsible for monitoring the application of the Stock Ownership Guidelines and has sole discretion to alter or change these requirements at any time.
This offer of employment is contingent on (1) satisfactory completion of all pre-hire assessments and evaluations, (2) satisfactory results of a drug screening test, (3) executive background verification, (4) your executing the Company’s Confidentiality, Non-Solicitation and Non-Competition Agreement, and (5) your ability to show that you are eligible to work in the United States.
On your first day of employment, you will be required to provide proof of identity and employment eligibility in order to complete an Employment Eligibility Verification (I-9) form. A list of acceptable documents is enclosed. Please note that, if you do not have one document from List A, you must bring one document from List B and one document from List C.
2
Please acknowledge your acceptance of this offer by signing and returning a copy of this letter no later than the close of business on June 9, 2023 to me via email to: margano@llflooring.com.
By signing this offer, you are, among other things, representing to LL Flooring that there are no agreements or restrictions that would prevent, limit, impair or otherwise compromise your ability to comply with the terms of this offer and perform on behalf of LL Flooring.
Please note that your employment with LL Flooring is at-will and neither this document nor any other oral or written representations may be considered a contract of employment for any specific length of time. You retain the option, as does LL Flooring, of ending your employment with LL Flooring at any time, with or without notice and with or without cause.
If you have questions regarding any of the above, please feel free to contact me directly.
Robert, we look forward to you joining the LL Flooring team and working with you to further our success.
Sincerely,
Matt T. Argano, Ph.D.
SVP, Human Resources
ACKNOWLEDGEMENT and AGREEMENT: As indicated by my signature below on this letter, I acknowledge its receipt and my understanding and acceptance of its contents. I agree that should I terminate employment with LL Flooring or if my employment is terminated for cause, any monies owed for reimbursement of expenses or other sums under this offer letter will be deducted from my final paychecks.
Signature: |
|
/s/ Robert Madore |
|
Date: |
|
6/9/2023 |
|
|
Robert Madore |
|
|
|
|
|
|
|
|
|
|
|
cc: |
|
Charles Tyson, President and CEO |
|
|
|
|
3
EXHIBIT 99.1
For Immediate Release
LL FLOORING ANNOUNCES LEADERSHIP APPOINTMENTS
Robert L. Madore Appointed Executive Vice President, Chief Financial Officer
Andrew W. Wadhams Appointed Senior Vice President, Retail & Commercial Sales
Laura Massaro Appointed Senior Vice President, Chief Marketing Officer
RICHMOND, Va., July 6, 2023 – LL Flooring Holdings, Inc. (“LL Flooring” or “Company”) (NYSE: LL), a leading specialty retailer of hard-surface flooring in the U.S., today announced three new leadership team appointments, all effective July 10, 2023. Mr. Robert L. Madore has been appointed as Executive Vice President, Chief Financial Officer, replacing Interim Chief Financial Officer Terry Blanchard; Andrew W. Wadhams has been named as Senior Vice President, Retail and Commercial Sales; and Laura Massaro has been named as Senior Vice President, Chief Marketing Officer.
Charles Tyson, President and Chief Executive Officer, said, “The Board of Directors and I are pleased to welcome an executive of Bob’s caliber as LL Flooring’s next CFO, and look forward to benefitting from his deep retail, financial and leadership experience. Bob has a proven track record of building strong finance organizations that help support sustainably growing brands, and we’re excited to leverage his wealth of knowledge as we execute our growth strategies to continue positioning the Company for long term success.”
Mr. Madore commented, “LL Flooring is a leading specialty retailer with a unique offering in the flooring space, and I am honored to join the team at a critical point in the Company’s journey. I look forward to collaborating with Charles and the entire executive team as we look to capture the opportunities ahead, and I am confident that my skillsets and expertise will allow me to help lead the successful execution of our strategies and drive value for all stakeholders.”
Mr. Tyson added, “We are also pleased to welcome Laura as LL Flooring’s Chief Marketing Officer and Andrew to lead our retail and commercial sales organization. Laura has developed and led marketing campaigns for some of the most well-known brands in the world, and we are excited to leverage her experience and insight as we continue building awareness of our brand. In addition, Andrew is a seasoned sales executive with an acute understanding of how to deliver an extraordinary customer experience and a proven track record of exceeding growth and profitability goals. Laura and Andrew are highly talented brand-building executives who will be strong assets to our leadership team as we continue to deliver the high touch service of an independent flooring retailer combined with the value and convenience of a national brand serving both the professional and consumer segments.”
Mr. Wadhams said, “LL Flooring has built an exceptional customer-centric business focused on high-touch service supported by a sales organization focused on expertise. I am thrilled to be joining the Company and look forward to working with the leadership and field teams to maximize growth and optimize the customer experience.”
Ms. Massaro said, “I am excited to join LL Flooring and to oversee its marketing initiatives as I leverage my prior experience and expertise to deliver the best outcome for LL Flooring and all of our stakeholders. I look forward to hitting the ground running as we work to increase awareness, drive engagement and capture additional opportunities.”
Robert L. Madore
Mr. Madore brings more than 30 years of public company management, finance and accounting experience, a record of leading and scaling financial operations while strengthening business performance, and extensive knowledge of the retail industry. He has served as an agent of change in leading matrix organizations and cross-functional teams, with proven success in implementing process improvements, and executing strategies that positively impact the bottom line and
1
increase market share. Mr. Madore most recently served as Interim Chief Financial Officer of F45 Training Holdings, Inc. (NYSE: FXLV), a global fitness franchisor, since February 15, 2023. Prior to joining F45, Mr. Madore served as CFO of The Cronos Group (NASDAQ: CRON), a global cannabinoid company, where he rebuilt and managed financial and accounting systems, controls processes and people teams. Prior to that, Mr. Madore served as CFO of American Eagle Outfitters, Inc. (NYSE: AEO) and CFO of Ralph Lauren Corporation (NYSE: RL).
Andrew W. Wadhams
An accomplished retail and consumer products executive, Mr. Wadhams most recently served as Principal of The Wadhams Group, a company he founded to help brands define their offering, align and streamline practices and deepen connections to customers. Prior to this, he spent half a decade at California Closets, where he served as COO. Previously, Mr. Wadhams served in a number of operational roles at One Medical Group, Inc. and Knowledge Universe. In addition, Mr. Wadhams spent over twelve years in field leadership positions with Gap, Inc. (NYSE: GPS).
Laura Massaro
Ms. Massaro brings more than 20 years of marketing experience across a variety of brands and sectors. Most recently, Ms. Massaro served as Director of Integrated Marketing at Delta Air Lines (NYSE: DAL), where she led and supported teams across media, social, CRM, MarTech, operations and analytics. Prior to joining Delta Air Lines, Ms. Massaro served as Vice President and Deputy Head of Planning for Publicis Groupe’s Arc Worldwide in London, where she directed digital and retail strategy across a range of clients. Previously, Ms. Massaro held various executive marketing positions at Ogilvy (NYSE: WPP), The Coca-Cola Company (NYSE: KO) and Kraft Foods (NYSE: KHC).
About LL Flooring
LL Flooring is one of the country’s leading specialty retailers of hard-surface flooring with more than 440 stores nationwide. The Company seeks to offer the best customer experience online and in stores, with more than 500 varieties of hard-surface floors featuring a range of quality styles and on-trend designs. LL Flooring's online tools also help empower customers to find the right solution for the space they've envisioned. LL Flooring's extensive selection includes waterproof hybrid resilient, waterproof vinyl plank, solid and engineered hardwood, laminate, bamboo, porcelain tile, and cork, with a wide range of flooring enhancements and accessories to complement. LL Flooring stores are staffed with flooring experts who provide advice, Pro partnership services and installation options for all of LL Flooring's products, the majority of which is in stock and ready for delivery.
Learn More about LL Flooring
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release includes statements of the Company’s expectations, intentions, plans and beliefs that constitute “forward-looking statements” within the meanings of the Private Securities Litigation Reform Act of 1995. These statements, which may be identified by words such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” "assumes," “believes,” “thinks,” “estimates,” “seeks,” “predicts,” “could,” “projects,” "targets," “potential,” "will likely result," and other similar terms and phrases, are based on the beliefs of the Company’s management, as well as assumptions made by, and information currently available to, the Company’s management as of the date of such statements. These statements are subject to risks and uncertainties, all of which are difficult to predict and many of which are beyond the Company’s control.
The Company specifically disclaims any obligation to update these statements, which speak only as of the dates on which such statements are made, except as may be required under the federal securities laws. For a discussion of the risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, see the “Risk
2
Factors” section of the Company’s annual report on Form 10-K for the year ended December 31, 2022, and the Company’s other filings with the Securities and Exchange Commission (“SEC”). Such filings are available on the SEC’s website at www.sec.gov and the Company’s Investor Relations website at https://investors.llflooring.com.
For further information contact:
LL Flooring Investor Relations
ICR
Bruce Williams
ir@llflooring.com
Tel: 804-420-9801
3
Document And Entity Information |
Jul. 06, 2023 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Jul. 06, 2023 |
Entity Registrant Name | LL Flooring Holdings, Inc. |
Entity Central Index Key | 0001396033 |
Entity Emerging Growth Company | false |
Securities Act File Number | 001-33767 |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 27-1310817 |
Entity Address, Address Line One | 4901 Bakers Mill Lane |
Entity Address, City or Town | Richmond |
Entity Address, State or Province | VA |
Entity Address, Postal Zip Code | 23230 |
City Area Code | 804 |
Local Phone Number | 463-2000 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, par value $0.001 per share |
Trading Symbol | LL |
Security Exchange Name | NYSE |
1 Year LL Flooring Chart |
1 Month LL Flooring Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions