EXP OldCo Winddown, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2023-12-21: Form 8-K; Period of report 2023-12-18; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2023-11-30: Form 8-K; Period of report 2023-11-30; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2023-11-13: Form 8-K; Period of report 2023-11-06; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2023-09-11: Form 8-K; Period of report 2023-09-06; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2023-12-21 | 8-K | 2023-12-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 18, 2023, Antonio J. Lucio notified the Board of Directors (the “Board”) of Express, Inc. (the “Company”) of his decision to resign from the Board, effective immediately. | expr-20231218.htm |
| 2023-11-30 | 8-K | 2023-11-30 | 2.02 Results of Operations and Financial Condition | 2.02 On November 30, 2023, Express, Inc. (the "Company") issued a press release providing information regarding earnings for the thirteen and thirty-nine weeks ended October 28, 2023. | expr-20231130.htm |
| 2023-11-13 | 8-K | 2023-11-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 6, 2023, Express, Inc. (the “Company”) received notice that Jason Judd, the Company’s Senior Vice President, Chief Financial Officer and Treasurer, is resigning, effective November 17, 2023, to pursue another opportunity. | d530299d8k.htm |
| 2023-09-11 | 8-K | 2023-09-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On September 6, 2023, Tim Baxter informed the board of directors (the “Board”) of Express, Inc. (the “Company”) of his decision to resign as Chief Executive Officer and as a member of the Board. 7.01 A copy of the press release announcing Mr. Glendinning’s appointment as the Company’s Chief Executive Officer is attached hereto as Exhibit 99.1. | d457291d8k.htm |
| 2023-09-06 | 8-K | 2023-09-06 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On September 6, 2023, Express, Inc. (the "Company") issued a press release providing information regarding earnings for the thirteen and twenty-six weeks ended July 29, 2023. 7.01 On September 6, 2023, the Company made available an investor presentation on its website (www.express.com/investor) providing information regarding earnings for the thirteen and twenty-six weeks ended July 29, 2023. | expr-20230906.htm |
| 2023-09-06 | 8-K | 2023-09-05 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information provided under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. | d516749d8k.htm |
| 2023-09-01 | 8-K | 2023-08-30 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On August 30, 2023, Express, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to effect a 1-for-20 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.01 per share (“Common Stock”). | d550419d8k.htm |
| 2023-08-17 | 8-K | 2023-08-14 | 2.02 Results of Operations and Financial Condition; 2.05 Costs Associated with Exit or Disposal Activities; 7.01 Regulation FD Disclosure; 8.01 Other Events | 2.02 The information set forth in Item 7.01 of this Current Report on Form 8-K regarding the preliminary financial results of Express, Inc. (the “Company”) for the second quarter of fiscal 2023 is hereby incorporated by reference into this Item 2.02. 2.05 On August 17, 2023, the Company announced that it had initiated a workforce reduction to reduce costs and improve operating efficiencies. 7.01 On August 17, 2023, the Company issued a press release providing certain business and financial updates, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 8.01 On August 14, 2023, the Company’s Board of Directors approved the implementation of a 1-for-20 reverse stock split of the Company’s common stock, par value $0.01 per share (“Common Stock”), and a corresponding proportional reduction in the number of authorized shares of Common Stock. | d495053d8k.htm |
| 2023-07-14 | 8-K | 2023-07-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 14, 2023, as part of our previously announced expense reduction initiative, Malissa Akay ceased to serve as Executive Vice President and Chief Merchandising Officer of Express, Inc. (the “Company”), effective immediately. | expr-20230714.htm |
| 2023-06-08 | 8-K | 2023-06-07 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 7, 2023, Express, Inc. (the "Company") held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”). | expr-20230607.htm |
| 2023-05-24 | 8-K | 2023-05-23 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into Material Definitive Agreement. 2.02 On May 24, 2023, the Company issued a press release providing information regarding earnings for the thirteen weeks ended April 30, 2023. 7.01 On May 24, 2023, the Company issued a press release and made available an investor presentation on its website (www.express.com/investor) announcing the completion of the Transaction and providing information regarding earnings for the thirteen weeks ended April 30, 2023, each of which is attached hereto as Exhibits 99.1 and 99.2, respectively, and is incorporated herein by reference. 8.01 On May 23, 2023, the Company and WHP (including their respective subsidiaries) completed their previously-announced purchase of the Bonobos business from Walmart Inc. (the “Transaction”). | d507193d8k.htm |
| 2023-04-13 | 8-K | 2023-04-13 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 7.01 A copy of the press release announcing the Transaction is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. 8.01 On April 13, 2023, the Company and WHP (including their respective subsidiaries) agreed to purchase the Bonobos business (“Bonobos”) from Walmart Inc. (the “Transaction”). | d464147d8k.htm |
| 2023-03-30 | 8-K | 2023-03-28 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure | 3.01 On March 28, 2023, Express, Inc. (the “Company”) received notice (the “Delisting Notice”) from the New York Stock Exchange (the “NYSE”) that the average per share closing price of its common stock over the 30 consecutive trading-day period ended March 24, 2023 was below $1.00, which is the NYSE’s continued listing minimum price criteria set forth in Section 802.01C of the NYSE’s Listed Company Manual. 7.01 A copy of the press release announcing the Company’s receipt of the Delisting Notice is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. | d485999d8k.htm |
| 2023-03-24 | 8-K | 2023-03-24 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On March 24, 2023, Express, Inc. (the "Company") issued a press release providing information regarding earnings for the thirteen and fifty-two weeks ended January 28, 2023. 7.01 On March 24, 2023, the Company made available an investor presentation with supplemental information on www.express.com under the "For Investors" link. | expr-20230324.htm |
| 2023-03-03 | 8-K | 2023-03-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 1, 2023, Matthew Moellering, President and Chief Operating Officer of Express, Inc. (the “Company”), notified the Company’s Board of Directors of his intention to retire from the Company effective May 5, 2023. | expr-20230301.htm |
| 2023-02-27 | 8-K | 2023-02-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 27, 2023, Michael F. Devine, a Class II director, notified Express, Inc. (the “Company”) of his decision to resign from the Board of Directors of the Company (the “Board”), effective immediately. | expr-20230227.htm |
| 2023-01-26 | 8-K | 2023-01-20 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.01 On January 25, 2023, the Company completed the previously announced transactions contemplated by (i) the Investment Agreement, by and between the Company and WH Borrower, LLC, a Delaware limited liability company (“WHP”), dated as of December 8, 2022 (the “Investment Agreement”) and (ii) the Membership Interest Purchase Agreement, by and among the Company, WHP and Express, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, dated as of December 8, 2022 (the “Membership Interest Purchase Agreement”). 2.03 The information contained in Item 1.01, to the extent applicable, is incorporated by reference into this Item 2.03. 3.02 The information contained in Item 1.01 of the Announcement Form 8-K, to the extent applicable, is incorporated herein by reference into this Item 3.02. 5.02 On January 25, 2023, Mr. Yehuda Shmidman, Chairman and Chief Executive Officer of WHP Global, was appointed to the Company’s Board of Directors (the “Board”) as a Class II director in connection with the Closing. 7.01 On January 25, 2023, the Company issued the press release furnished hereto as Exhibit 99.1 which is incorporated by reference into this Item 7.01, announcing the closing of the transactions governed by the Transaction Documents. 8.01 As previously disclosed in the Announcement Form 8-K, (i) on December 8, 2022, the Company entered into the Investment Agreement and (ii) the closing of the Stock Purchase was subject to the satisfaction or waiver of customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). | d444688d8k.htm |
| 2023-01-25 | 8-K | 2023-01-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 19, 2023, following approval by the Board of Directors of Express, Inc. (the “Company”), the Company awarded Jason Judd, Senior Vice President, Chief Financial Officer and Treasurer of the Company, a special cash retention bonus of $250,000 (the “Award”). | expr-20230119.htm |
| 2023-01-24 | 8-K | 2023-01-23 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On January 23, 2023, in connection with a periodic review of the bylaws of Express, Inc. (the “Company”), the Board of Directors (the “Board”) of the Company adopted amended and restated bylaws (as amended, the “Amended and Restated Bylaws”), effective immediately. | expr-20230123.htm |
| 2023-01-09 | 8-K | 2023-01-09 | 7.01 Regulation FD Disclosure | 7.01 On January 9, 2023, Express, Inc. announced an updated outlook for the year ending January 28, 2023. | expr-20230109.htm |