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 31, 2013
01-34219
(Commission File Number)
CASUAL MALE RETAIL GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 04-2623104 | |
| (State of Incorporation) | (IRS Employer Identification Number) |
555 Turnpike Street, Canton, Massachusetts 02021
(Address of registrant’s principal executive office)
(781) 828-9300
(Registrant’s telephone number)
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)) |
ITEM 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of New Director.
The Board of Directors of Casual Male Retail Group, Inc. (the “Company”) elected Ivy Ross as a director of the Company on January 31, 2013. Ms. Ross is the Chief Marketing Officer of Art.com, an online specialty retailer of high quality wall art. Ms. Ross will serve as a director until the Company’s next annual meeting of stockholders which is expected to be held on August 1, 2013. As part of Ms. Ross’s initial election as a director, Ms. Ross received an option to purchase 15,000 shares of the Company’s common stock at an exercise price of $4.59 per share, the closing price of the Company’s common stock on January 31, 2013. The option vests ratably over two years, with the first one-third vesting on the date of grant.
| ITEM 9.01 | – Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press release dated February 6, 2013 | |
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, thereunto duly authorized.
| CASUAL MALE RETAIL GROUP, INC. | ||
| By: | /s/ DENNIS R. HERNREICH | |
| Name: | Dennis R. Hernreich | |
| Title: | Executive Vice President and Chief Financial Officer | |
Date: February 6, 2013
Exhibit 99.1
CONTACT:
Jeff Unger
Vice President Investor Relations
(561) 482-9715
Casual Male Retail Group, Inc. Elects Industry Veteran Ivy Ross to Board of Directors
Ross Adds Significant Marketing Expertise
Canton, Mass., February 6, 2013 – Casual Male Retail Group, Inc. (NASDAQ: DXLG), the largest retailer of big & tall men’s apparel and accessories, announced today that it has appointed Ivy Ross, 57, to the Company’s Board of Directors. She will serve as a director until the Company’s next annual meeting of stockholders, at which time she will stand for re-election. With her appointment, the size of the Company’s Board of Directors has increased to nine members. Ross is currently the Chief Marketing Officer of Art.com, an online specialty retailer of high quality wall art.
“Ivy has a track record of success in helping retailers to grow their business through the implementation of creative marketing strategies,” said President and CEO David Levin. “With her industry insight and marketing expertise, Ivy will provide a valuable perspective as we prepare to launch an on-going marketing campaign for our new Destination XL® (DXL®) brand this year. We look forward to her contributions to the Board as we capitalize on the significant long-term financial benefits that the DXL concept provides.”
As the Chief Marketing Officer of Art.com, Ross oversees the company’s marketing, branding, merchandising and user-experience functions. Prior to Art.com, Ross was EVP of Marketing for the Gap brand, and acted as the Creative Catalyst for all brands within Gap, Inc. Ross also has held senior creative and product design positions at Disney Stores North America, Mattel, Calvin Klein, Coach, Liz Claiborne, Swatch Watch and Avon. Chosen by Fast Company and BusinessWeek as the new face of leadership, Ross was a contributing author of The Change Champions Field Guide and Best Practices in Leadership Development and Organizational Change. She has also served on Proctor and Gamble’s design board since its inception.
About Casual Male Retail Group, Inc.
Casual Male Retail Group, Inc. is the largest multi-channel specialty retailer of big & tall men’s apparel with operations throughout the United States, Canada and Europe. The retailer operates under six brands: Destination XL®, Casual Male XL, Rochester Clothing, B&T Factory Direct, ShoesXL and LivingXL. Several catalogs and e-commerce sites, including www.destinationxl.com, make up the Company’s direct-to-consumer business. With more than 2,000 private label and name brand styles to choose from, customers are provided with a unique blend of wardrobe solutions not available at traditional retailers. The Company is headquartered in Canton, Massachusetts. For more information, please visit the Company’s investor relations website: http://investor.casualmale.com.
Forward-Looking Statements
Certain information contained in this press release constitutes forward-looking statements under the federal securities laws. The discussion of forward-looking information requires management of the Company to make certain estimates and assumptions regarding the Company’s strategic direction and the effect of such plans on the Company’s financial results. The Company’s actual results and the implementation of its plans and operations may differ materially from forward-looking statements made by the Company. The Company encourages readers of forward-looking information concerning the Company to refer to its prior filings with the Securities and Exchange Commission, including without limitation, its Annual Report on Form 10-K filed on March 16, 2012, that set forth certain risks and uncertainties that may have an impact on future results and direction of the Company. Forward-looking statements contained in this press release speak only as of the date of this release. Subsequent events or circumstances occurring after such date may render these statements incomplete or out of date. The Company undertakes no obligation and expressly disclaims any duty to update such statements.
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