Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Christopher Eastland as Director
On August 19, 2022, Christopher Eastland notified the Board of Directors of
Sportsman's Warehouse Holdings, Inc. (the "Company") of his intention to resign
from the Board of Directors, effective immediately. Prior to his resignation,
Mr. Eastland served as a Class I member of the Board of Directors and as a
member of the Compensation Committee of the Board of Directors. Mr. Eastland's
resignation was not the result of any disagreement with the Company or the
Company's management regarding operations, policies or practices.
Appointment of Nancy A. Walsh as a Director
On August 19, 2022, the Board of Directors appointed Nancy A. Walsh to serve on
the Board of Directors as an independent Class III director, effective
immediately, to fill the vacancy created by Mr. Eastland's resignation, and to
serve until the Company's 2023 annual meeting of stockholders and until her
successor is duly elected and qualified. The Board of Directors also appointed
Ms. Walsh to serve on the Audit Committee and the Compensation Committee of the
Board of Directors.
Ms. Walsh, 61, has served as the Executive Vice President and Chief Financial
Officer of LL Flooring Holdings, Inc. (NYSE: LL), a specialty retailer of
hard-surface floorings, since September 2019. Prior to joining LL Flooring, Ms.
Walsh served from January 2018 until April 2019 as Executive Vice President and
Chief Financial Officer of Pier 1 Imports, Inc., a home furnishing and decor
retailer, and, from November 2015 until December 2017, as Executive Vice
President and Chief Financial Officer of The Bon-Ton Stores, Inc., a department
store chain. Pier 1 Imports, Inc. filed for Chapter 11 bankruptcy protection in
February 2020 and The Bon-Ton Stores, Inc. filed for Chapter 11 bankruptcy
protection in February 2018. From March 1999 to December 2013, Ms. Walsh served
in various financial positions, including as Senior Vice President of Finance,
with Tapestry, Inc. (NYSE: TPR), formerly known as Coach, Inc., a fashion
handbag, leather goods and apparel retailer. Ms. Walsh also served in financial
roles with Timberland, Inc., a footwear and apparel retailer. Ms. Walsh received
a bachelor's degree in Zoology from the University of New Hampshire and holds an
MBA from Northeastern University.
In connection with her service as a director, Ms. Walsh will receive the
Company's standard non-employee director cash and equity compensation, which is
described in the Company's definitive proxy statement on Schedule 14A filed with
the Securities and Exchange Commission on April 11, 2022. In addition, Ms. Walsh
will receive an annual grant of restricted stock units for fiscal 2022 with a
fair market value equal to $75,000, which will be pro-rated for fiscal 2022.
Ms. Walsh also entered into an indemnification agreement with the Company in the
form previously approved by the Board of Directors and filed with the Securities
and Exchange Commission as Exhibit 10.2 to the Company's Current Report on Form
8-K on April 8, 2019.
There is no arrangement or understanding between Ms. Walsh and any other person
pursuant to which Ms. Walsh was appointed as a member of the Board of Directors,
and Ms. Walsh has no direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On August 22, 2022, the Company issued a press release announcing the
resignation of Mr. Eastland and the appointment of Ms. Walsh to the Board of
Directors.
A copy of the press release is furnished as Exhibit 99.1 hereto. This
information shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and is not incorporated by
reference into any filing of the Company whether made before or after the date
hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1. Press release dated August 22, 2022
Exhibit 104. Cover Page Interactive Data File (embedded within the Inline
XBRL document)
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