Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 1, 2021, The Children's Place, Inc. (the "Company") announced that
Robert F. Helm, Senior Vice President, Finance & Inventory Management, has been
appointed Chief Financial Officer effective on April 1, 2021, and that Michael
Scarpa, age 65, has decided to retire from the Company and will step down from
his position as Chief Financial Officer on March 31, 2021.
Robert F. Helm, 41, joined the Company in 2016 as Vice President, Controller.
Mr. Helm has taken on roles of increasing financial and accounting
responsibility over the past few years, including being appointed Principal
Accounting Officer in November 2018, and culminating in his appointment as
Senior Vice President, Finance & Inventory Management in November 2019. In his
current role, Mr. Helm oversees financial planning & analysis, financial
reporting, accounting operations, tax, treasury, investor relations and
inventory management. Mr. Helm will report to Jane Elfers, President and Chief
Executive Officer.
In connection with his retirement, Mr. Scarpa and the Company entered into a
letter agreement providing for, among other items, the vesting of common stock
under outstanding equity awards, the payment of a bonus for fiscal 2020, and a
release of claims.
A copy of the press release announcing the appointment of Mr. Helm and the
retirement of Mr. Scarpa is attached to this Current Report on Form 8-K as
Exhibit 99.1.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
Exhibit 99.1 Press Release dated February 1, 2021
Exhibit 104 Cover Pages Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document
Forward Looking Statements
This Current Report on Form 8-K, contains or may contain forward-looking
statements made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, including but not limited to statements relating
to the Company's strategic initiatives and adjusted net income per diluted
share. Forward-looking statements typically are identified by use of terms such
as "may," "will," "should," "plan," "project," "expect," "anticipate,"
"estimate" and similar words, although some forward-looking statements are
expressed differently. These forward-looking statements are based upon the
Company's current expectations and assumptions and are subject to various risks
and uncertainties that could cause actual results and performance to differ
materially. Some of these risks and uncertainties are described in the Company's
filings with the Securities and Exchange Commission, including in the "Risk
Factors" section of its annual report on Form 10-K for the fiscal year ended
February 1, 2020 and supplemented by the "Risk Factors" sections of its
quarterly reports on Form 10-Q for the fiscal quarter ended May 2, 2020 and the
fiscal quarter ended August 1, 2020. Included among the risks and uncertainties
that could cause actual results and performance to differ materially are the
risk that the Company will be unsuccessful in gauging fashion trends and
changing consumer preferences, the risks resulting from the highly competitive
nature of the Company's business and its dependence on consumer spending
patterns, which may be affected by changes in economic conditions, the risks
related to the COVID-19 pandemic, including the impact of the COVID-19 pandemic
on our business or the economy in general (including decreased customer traffic,
schools adopting remote and hybrid learning models, closures of businesses and
other activities causing decreased demand for our products and negative impacts
on our customers' spending patterns due to decreased income or actual or
perceived wealth, and the impact of the CARES Act and other legislation related
to the COVID-19 pandemic, and any changes to the CARES Act or such other
legislation), the risk that the Company's strategic initiatives to increase
sales and margin are delayed or do not result in anticipated improvements, the
risk of delays, interruptions and disruptions in the Company's global supply
chain, including resulting from COVID-19 or other disease outbreaks, foreign
sources of supply in less developed countries or more politically unstable
countries, the risk that the cost of raw materials or energy prices will
increase beyond current expectations or that the Company is unable to offset
cost increases through value engineering or price increases, various types of
litigation, including class action litigations brought under consumer
protection, employment, and privacy and information security laws and
regulations, the imposition of regulations affecting the importation of
foreign-produced merchandise, including duties and tariffs, and the uncertainty
of weather patterns. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date they were made. The
Company undertakes no obligation to release publicly any revisions to these
forward-looking statements that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
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 hereunto duly authorized.
Date: February 1, 2021
THE CHILDREN'S PLACE, INC.
By: /s/ Jane Elfers
Name: Jane Elfers
Title: President and Chief Executive Officer
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