Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Appointment ofJose Armario to Board of Directors EffectiveFebruary 4, 2021 , 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 nine directors) and filled the vacancy created by such increase by appointingJose Armario , age 61, as a Class II director, effectiveFebruary 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 ofBojangles', Inc. sinceJanuary 2019 .Mr. Armario previously served as the Executive Vice President of Worldwide Supply Chain, Sustainability, Development and Franchising at McDonald's Corporation fromAugust 2011 toOctober 2015 . After retiring from McDonald's,Mr. Armario served as the chief executive officer and founder ofArmario Enterprises, LLC andPowerC, LLC fromJanuary 2016 untilJanuary 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'sChile , and president of McDonald'sCanada andLatin America .Mr. Armario has over 30 years of senior leadership experience, including with brands such as Burger King andLensCrafters .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 thatMr. 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 whichMr. 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 theNational Vision Holdings, Inc. 2017 Omnibus Incentive Plan (the "Omnibus Incentive Plan"). In connection with his appointment to the Board onFebruary 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 andMr. 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 ofMr. 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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