Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Jose Armario to Board of Directors
Effective February 4, 2021, the Board of Directors (the "Board") of National
Vision Holdings, Inc. ("National Vision" or the "Company") increased the size of
the Board by one director (to a total size of nine directors) and filled the
vacancy created by such increase by appointing Jose Armario, age 61, as a Class
II director, effective February 4, 2021. Mr. Armario will hold office until the
date of the Company's 2022 Annual Meeting of Stockholders and until his
successor shall be elected and qualified or until his earlier death,
resignation, retirement, disqualification or removal. Mr. Armario will serve on
the corporate governance and nominating committee.
Mr. Armario serves as the Chief Executive Officer and President of Bojangles',
Inc. since January 2019. Mr. Armario previously served as the Executive Vice
President of Worldwide Supply Chain, Sustainability, Development and Franchising
at McDonald's Corporation from August 2011 to October 2015. After retiring from
McDonald's, Mr. Armario served as the chief executive officer and founder of
Armario Enterprises, LLC and PowerC, LLC from January 2016 until January 2019.
Prior to that, Mr. Armario served in several prominent leadership positions
during his time at McDonald's from 1996 to 2015, including president of
McDonald's Chile, and president of McDonald's Canada and Latin America. Mr.
Armario has over 30 years of senior leadership experience, including with brands
such as Burger King and LensCrafters. Mr. Armario was selected to our Board
because of his executive leadership experience in operations and supply chain,
along with his prior experience in optical retail.
The Board has determined that Mr. Armario qualifies as an independent director
under the corporate governance standards of NASDAQ and the independence
requirements of Rule 10A-3 of the Exchange Act. Mr. Armario was not appointed to
the Board pursuant to any arrangement or understanding with any other person.
Mr. Armario has no family relationships with any director or executive officer
of the Company and there are no transactions in which Mr. Armario has an
interest requiring disclosure under Item 404(a) of Regulation S-K.
Mr. Armario will be entitled to the annual compensation paid to independent
non-employee directors, consisting of a cash retainer of $75,000 (prorated for
2021), payable quarterly in arrears, and $100,000 paid in restricted stock
pursuant to the National Vision Holdings, Inc. 2017 Omnibus Incentive Plan (the
"Omnibus Incentive Plan"). In connection with his appointment to the Board on
February 4, 2021, Mr. Armario 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 and Mr. Armario 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 of
Mr. Armario 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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