ftd_8-K_20161215

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): December 12, 2016

 

FTD Companies, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

 

Delaware

001-35901

32-0255852

(State or Other jurisdiction

of Incorporation)

(Commission

File Number) 

(I.R.S. Employer
Identification No.)

 

 

 

3113 Woodcreek Drive

Downers Grove, Illinois 60515

(Address of Principal Executive Offices) (ZIP Code)

 

Telephone: (630) 719-7800

(Registrant’s Telephone Number, Including Area Code)

 

N/A

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

Appointment of Chief Financial Officer

 

On December 13, 2016, FTD Companies, Inc. (the “Company”) announced the appointment of Stephen Tucker, 49, as Executive Vice President, effective December 12, 2016, and Chief Financial Officer of the Company, effective January 1, 2017. With this appointment, Mr. Tucker will be the Company’s principal financial officer and principal accounting officer as of January 1, 2017. 

 

Since July 2015, Mr. Tucker has served as the Senior Vice President of Financial Operations at AT&T.  From January 2014 until AT&T’s acquisition of DIRECTV in July 2015, Mr. Tucker served as Senior Vice President, Financial Operations at DIRECTV.  From January 2012 to December 2013, Mr. Tucker held the role of Senior Vice President, Business Operations and, from November 2009 to December 2011, Chief Financial Officer, for DIRECTV Sports Networks. From February 2008 to November 2009, Mr. Tucker was the Chief Financial Officer of Liberty Sports Holdings. Prior to joining Liberty Sports Holdings, Mr. Tucker was the Chief Financial Officer for Fun Technologies and an audit partner with KPMG. Mr. Tucker is a Certified Public Accountant in the United States as well as a Chartered Professional Accountant in Canada and has a bachelor’s degree in business administration from Simon Fraser University. 

 

There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Tucker and any of the Company’s executive officers or directors or persons nominated or chosen to become a director or executive officer.  There is no arrangement or understanding between Mr. Tucker and any other person pursuant to which Mr. Tucker was appointed.  There are no transactions in which Mr. Tucker has an interest requiring disclosure under Item 404(a) of Regulation S-K.

 

In connection with Mr. Tucker’s appointment, the Company entered into an employment agreement with Mr. Tucker dated December 12, 2016 (the “Employment Agreement”).  Pursuant to the Employment Agreement, Mr. Tucker is eligible to receive a base salary of $450,000 per year and an annual bonus of 100% of base salary, subject to certain corporate and individual performance criteria.  A 75% bonus payout is guaranteed for fiscal year 2017.   Mr. Tucker is also eligible to participate in all cash and equity incentive, 401(k), retirement and welfare benefit plans, policies and arrangements generally applicable to the Company’s other similarly-situated executive officers.  In addition, Mr. Tucker will receive relocation and temporary housing assistance in accordance with the Company’s policies. The Employment Agreement provides for an initial three-year term, which will be automatically renewed for additional successive one-year terms, subject to either party’s right to terminate upon 180 days’ notice of non-renewal. A notice of non-renewal from the Company will be construed as a termination without cause and would trigger a severance payment and extended health care coverage, as discussed below. 

 

Pursuant to the Employment Agreement, if Mr. Tucker’s employment is terminated without cause, or he resigns for good reason, other than in connection with a change in control of the Company, then he will receive an additional 12 months of vesting credit under his outstanding equity awards. The Employment Agreement also provides that if Mr. Tucker’s employment is terminated without cause, or he resigns for good reason in connection with a change in control, then his outstanding equity awards will vest in full. If Mr. Tucker’s employment is terminated without cause, or he resigns for good reason (whether or not in connection with a change in control), then he will be entitled to a severance payment equal to the sum of two times his then-current annual base salary. Mr. Tucker will also be entitled to any earned but unpaid bonus for the fiscal year preceding his termination and a prorated bonus for the year of termination based on the actual level of performance goal attainment, as well as eligibility to receive, for a period of 12 months following the date of termination, reimbursement for COBRA health care continuation coverage expenses. If Mr. Tucker’s employment is terminated due to his death or disability, then he will receive an additional 12 months of vesting credit under his outstanding equity awards.

 


 

In addition, the Compensation Committee of the Company’s Board of Directors (the “Committee”) approved a grant to Mr. Tucker of 20,000 shares of restricted stock units (“RSUs”). The RSUs will vest in four equal annual installments beginning one year after the date of grant, subject to Mr. Tucker’s continuous employment with the Company.  The Committee also approved a one-time grant to Mr. Tucker of 250,000 options to purchase shares of the Company’s common stock at an exercise price of equal to the closing price of the Company’s common stock on the grant date.  The stock options will vest in four equal annual installments beginning one year after the date of grant, and will expire after seven years.

 

Employment Agreement Amendments

 

On December 12, 2016, Florists’ Transworld Delivery, Inc. (a wholly owned subsidiary of the Company, and, together with the Company, “FTD”) and the Company entered into certain amendments to the employment agreements of Tom D. Moeller, Executive Vice President, Florist Division, and Scott D. Levin, Executive Vice President and General Counsel, respectively.

Employment Agreement of Mr. Moeller

Mr. Moeller’s employment agreement provides for automatically renewing one-year terms, subject to FTD’s right to terminate upon 90 days’ notice of non-renewal.  As amended, Mr. Moeller’s employment agreement provides that a notice of non-renewal from FTD will be construed as a termination “without cause” and would trigger a severance payment.

Employment Agreement of Mr. Levin

Mr. Levin’s employment agreement was amended to provide for automatically renewing one-year terms following the expiration of the initial term on December 31, 2019, subject to FTD’s right to terminate upon 180 days’ notice of non-renewal.  As amended, Mr. Levin’s employment agreement provides that a notice of non-renewal from FTD will be construed as a termination “without cause” and would trigger a severance payment.  In addition, any involuntary termination of Mr. Levin would trigger the full vesting on an accelerated basis of all non-vested shares of the Company’s common stock at the time subject to equity awards held by Mr. Levin.  The amended employment agreement also extends to 12 months the period in which Mr. Levin may exercise vested stock options upon an involuntary termination.

*  *  *  *  *

The foregoing is not a complete description of the Employment Agreement or Mr. Moeller’s and Mr. Levin’s employment agreement amendments and is qualified in its entirety by reference to the full text of the Employment Agreement and such amendments, copies of which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the year ending December 31, 2016.

Item 7.01Regulation FD Disclosure.

In connection with the announcement of Mr. Tucker’s appointment, the Company issued a press release.  A copy of the press release is furnished as Exhibit 99.1 to this report.  The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

 

 

Exhibit

Description

99.1

Press Release of FTD Companies, Inc., dated December 13, 2016

 


 

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.

 

 

 

 

 

 

 

 

 

 

 

 

FTD COMPANIES, INC.

 

 

Dated:

 

December 15, 2016

 

 

By:

 

/s/ Scott D. Levin

 

 

 

Name:

Scott D. Levin

 

 

 

Title:

Executive Vice President,

    General Counsel and Secretary

 

 

 

 

 

 


 

EXHIBIT INDEX

 

Exhibit

Description

99.1

Press Release of FTD Companies, Inc., dated December 13, 2016

 

 

 


ftd_EX_99_1

 

Exhibit 99.1

 

FTD Companies, Inc. Announces Appointment of Stephen Tucker as Executive Vice President and Chief Financial Officer

 

CFO Leadership Transition to be Complete December 31, 2016

 

DOWNERS GROVE, Ill. — December 13, 2016 — FTD Companies, Inc. (Nasdaq: FTD) (“FTD” or the “Company”), a premier floral and gifting company, today announced Stephen Tucker has been appointed Executive Vice President, effective immediately. Mr. Tucker also will succeed Becky Sheehan as FTD’s Chief Financial Officer, effective January 1, 2017. As previously announced, Ms. Sheehan is leaving the company to pursue other opportunities and will assist in the executive leadership transition through the end of year.

“On behalf of our board and management team, I am excited to welcome Stephen to FTD,” said Christopher W. Shean, FTD’s interim President and Chief Executive Officer. “Stephen has strong strategic financial and operational experience as well as an established track record of driving growth in profitability, achieving targeted metrics and motivating strong team performance. Over the next few weeks he will work closely with Becky and our finance team to ensure a smooth transition.”

Mr. Tucker commented, “I am thrilled to join FTD. FTD has a strong foundation with its compelling brands, network of member florists and talented employees, and I look forward to working with the entire FTD team as we continue to leverage the assets to drive long-term success.”

 

Mr. Tucker joins FTD with extensive strategic financial and operational leadership experience having most recently served as Senior Vice President of Financial Operations at AT&T. In this role, he oversaw financial operations for the AT&T Entertainment Group’s Content and Customer Care teams. Prior to AT&T’s acquisition of DIRECTV, Mr. Tucker served in many roles within DIRECTV, including SVP Financial Operations, where he provided finance support for the company’s Customer Care, Field Services, Supply Chain, Service and Repair, and Protection Plan teams, and SVP of Business Operations and Chief Financial Officer for DIRECTV Sports Networks.

 

Prior to joining DIRECTV, Mr. Tucker served as Chief Financial Officer of FUN Technologies, a public company subsidiary of Liberty Media. In this role, he provided turnaround assistance in the period following the company’s acquisition by Liberty Media. Mr. Tucker played a pivotal role in stabilizing the operating and financial performance of the company and returning it to a positive growth trajectory. For the past 10 years, Mr. Tucker has focused on optimizing the numerous businesses he has supported to drive growth and improved financial performance.

 

Earlier in his career, Mr. Tucker spent 16 years with KPMG, including the final six years as an audit partner in the Information Communications and Entertainment practice. During his tenure at KPMG Mr. Tucker provided audit, technical accounting, regulatory filing, transaction support and financial reporting assistance to companies across numerous industries and for the final three years was the global lead partner of a large public international communications company.

 

Mr. Tucker holds a bachelor’s degree in Business Administration from Simon Fraser University in Vancouver, Canada and is a Certified Public Accountant.

 

About FTD Companies, Inc.

FTD Companies, Inc. is a premier floral and gifting company. Through our diversified family of brands, we provide floral, specialty foods, gifts and related products to consumers primarily in the United States,


 

 

Exhibit 99.1

 

Canada, the United Kingdom and the Republic of Ireland. We also provide floral products and services to retail florists and other retail locations throughout these same geographies. FTD has been delivering flowers since 1910 and the highly-recognized FTD® and Interflora® brands are supported by the iconic Mercury Man logo®, which is displayed in approximately 40,000 floral shops in nearly 150 countries. In addition to FTD and Interflora, our diversified portfolio of brands includes the following trademarks: ProFlowers®, ProPlants®, Shari's Berries®, Personal Creations®, RedEnvelope®, Flying Flowers®, Flowers Direct™, Ink Cards™, Postagram™ and Gifts.com™. FTD Companies, Inc. is headquartered in Downers Grove, Ill. For more information, please visit www.ftdcompanies.com.

Cautionary Information Regarding Forward-Looking Statements

This release contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended, based on our current expectations, estimates and projections about our operations, industry, financial condition, performance, results of operations, and liquidity. Statements containing words such as “may,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “project,” “projections,” “business outlook,” “estimate,” or similar expressions constitute forward-looking statements. These forward-looking statements include, but are not limited to, statements about the Company’s strategies and future financial performance; statements regarding expected synergies and benefits of the Company’s acquisition of Provide Commerce; expectations about future business plans, prospective performance and opportunities, including potential acquisitions; revenues; segment metrics; operating expenses; market trends, including those in the markets in which the Company competes; liquidity; cash flows and uses of cash; capital expenditures; depreciation and amortization; tax payments; foreign currency exchange rates; hedging arrangements; the Company’s ability to repay indebtedness and invest in initiatives; the Company’s products and services; pricing; marketing plans; competition; settlement of legal matters; and the impact of accounting changes and other pronouncements. Potential factors that could affect these forward-looking statements include, among others, the factors disclosed in the Company’s most recent Annual Report on Form 10-K and the Company’s other filings with the Securities and Exchange Commission (www.sec.gov), including, without limitation, information under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors.” Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. Any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that may cause actual performance and results to differ materially from those predicted. Reported results should not be considered an indication of future performance. Except as required by law, we undertake no obligation to publicly release the results of any revision or update to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. In addition, the Company may not provide guidance of the type provided in this release in the future.

 

Contacts

Investor Relations:
Jandy Tomy
630-724-6984
ir@ftdi.com

Media Inquiries:

Amy Toosley

858-638-4648

pr@ftdi.com