Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Appointment ofSusan Johnson to Board of Directors EffectiveOctober 26, 2020 , the Board of Directors (the "Board") ofNational Vision Holdings, Inc. ("National Vision" or the "Company") increased the size of the Board by one director (to a total size of eight directors) and filled the vacancy created by such increase by appointingSusan Somersille Johnson , age 54, as a Class I director, effectiveOctober 26, 2020 .Ms. Johnson will hold office until the date of the Company's 2021 Annual Meeting of Stockholders and until her successor shall be elected and qualified or until her earlier death, resignation, retirement, disqualification or removal.Ms. Johnson will serve on the audit committee.Ms. Johnson serves as the Chief Marketing Officer at Prudential Financial, Inc.Ms. Johnson previously served from 2014 to 2020 as Executive Vice President and Chief Marketing Officer of Truist Financial, the bank holding company formed in 2019 following the merger ofSun Trust Banks, Inc. and BB&T. Prior to that,Ms. Johnson served as the Vice President of Global Marketing at NCR Corp. from 2012 to 2014. From 2007 to 2012,Ms. Johnson served as the Global Head of Operator Marketing at Nokia and previously held leadership roles in a number of technology organizations, including Nuance Communications, Fujitsu and Apple.Ms. Johnson was selected to our Board because of her marketing and branding expertise, along with her executive experience in technology and financial services. The Board has determined thatMs. Johnson qualifies as an independent director under the corporate governance standards of NASDAQ and the independence requirements of Rule 10A-3 of the Exchange Act.Ms. Johnson was not appointed to the Board pursuant to any arrangement or understanding with any other person.Ms. Johnson has no family relationships with any director or executive officer of the Company and there are no transactions in whichMs. Johnson has an interest requiring disclosure under Item 404(a) of Regulation S-K. Ms. Johnson will be entitled to the annual compensation paid to independent non-employee directors, consisting of a cash retainer of$75,000 (prorated for 2020), payable quarterly in arrears, and$100,000 paid in restricted stock pursuant to theNational Vision Holdings, Inc. 2017 Omnibus Incentive Plan (the "Omnibus Incentive Plan"). In connection with her appointment to the Board onOctober 26, 2020 ,Ms. Johnson was granted a$100,000 restricted stock award of the Company's common stock pursuant to the Omnibus Incentive Plan, which will vest in three equal installments on each of the first, second and third anniversaries of the grant date, subject to continued service through the applicable vesting date. The Company andMs. Johnson will enter into the Company's standard form of indemnification agreement for directors, a copy of which was previously filed as Exhibit 10.36 to Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-220719) and is incorporated herein by reference. Item 7.01 Regulation FD Disclosure. A copy of the press release issued by the Company announcing the appointment ofMs. Johnson described in Item 5.02 is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference. The information included in this Current Report on Form 8-K is being furnished under Item 7.01, "Regulation FD Disclosure" of Form 8-K. As such, the information herein shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. See the Exhibit Index immediately preceding the signature page hereto, which is incorporated herein by reference.
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