Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 18, 2021, The Michaels Companies, Inc. (the "Company") announced the
appointment of Patrick "Joe" Venezia, as Executive Vice President - Chief
Operating Officer, Stores of the Company, effective as of January 18, 2021.
Prior to joining the Company, Mr. Venezia served as President of Bridgestone
Retail Operations, LLC since June 2017. He also served as EVP - Global
Operations of Toys "R" Us and Babies "R" Us" from February 2014 to May 2017.
Prior to joining Toys "R" Us, Mr. Venezia held various roles with Kangaroo
Express, TitleMax and Walmart.
In connection with his appointment, Mr. Venezia entered into an offer letter
with the Company pursuant to which he will (i) receive an initial annualized
base salary of $650,000, (ii) receive a one-time signing bonus of $906,000 and
(iii) be eligible for a fiscal year 2021 bonus with a target equal to 70% and a
maximum payout of 140% of his base salary. Mr. Venezia will also be eligible to
participate in the Company's Long-Term Incentive Plan beginning in 2021, at an
annual target value of $550,000, based on performance. The Company will also
reimburse Mr. Venezia for certain relocation expenses.
Mr. Venezia and the Company will enter into the Company's standard
indemnification agreement, the terms of which are described in the Company's
Registration Statement on Form S-1 (File No. 333-193000), originally filed with
the SEC on December 20, 2013 (the "Registration Statement"). No arrangement or
understanding exists between Mr. Venezia and any other person pursuant to which
Mr. Venezia was selected as an executive officer of the Company.
There is no family relationship between any director, executive officer, or
person nominated or chosen by the Company to become a director or executive
officer of the Company and Mr. Venezia. In addition, there have been no
transaction (or series of transactions), and there is no currently proposed
transaction (or series of transactions), to which the Company was or is to be a
party, in which the amount involved exceeds $120,000 and in which Mr. Venezia or
any member of her immediate family had or will have a direct or indirect
material interest.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
104 Cover Page Interactive Data File (formatted in Inline XBRL
and contained in Exhibit 101)
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