Current Report Filing (8-k)
21 Marzo 2019 - 6:11AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 18, 2019
UNIFI, INC.
(Exact name
of registrant as specified in its charter)
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New York
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1-10542
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11-2165495
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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7201 West Friendly Avenue
Greensboro, North Carolina 27410
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code:
(336)
294-4410
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On March 18, 2019, Unifi, Inc. (the Company) and
Kevin D. Hall, the Companys Chief Executive Officer (principal executive officer), mutually agreed that Mr. Hall would resign from his positions as Chief Executive Officer and as a director of the Company, both effective as of such date.
Also on March 18, 2019, the Board of Directors of the Company (the Board) elected Albert P. Carey to be Executive Chairman of the Board effective April 1, 2019 and appointed Thomas H. Caudle, Jr., the Companys
President & Chief Operating Officer, as the Companys principal executive officer effective immediately. Mr. Carey has served as
Non-Executive
Chairman of the Board since January 2019 and
will continue to serve as the
Non-Executive
Chairman until his appointment, and Mr. Caudle previously served as the Companys principal executive officer from April 2016 to May 2017.
Subject to Mr. Halls execution of a general release of claims in favor of the Company and continuing compliance with certain
restrictive covenants, he will be entitled to receive severance payments and health and welfare benefits consistent with the terms of his employment agreement as well as the vesting of 15,625 restricted stock units, which represent a pro rata
portion of the restricted stock units that would have vested on May 19, 2019 if Mr. Hall had remained an employee of the Company. A copy of Mr. Halls employment agreement was attached as Exhibit 10.1 to the Companys
Current Report on Form
8-K
filed with the Securities and Exchange Commission (the SEC) on May 4, 2017, and a copy of Amendment No. 1 to Mr. Halls employment agreement was
attached as Exhibit 10.1 to the Companys Current Report on Form
8-K/A
filed with the SEC on May 19, 2017. Mr. Halls resignation was not the result of any disagreement with the Company on
any matter relating to the Companys operations, policies or practices.
Mr. Caudle, age 67, has served as President &
Chief Operating Officer of the Company since August 2017 and as a director since April 2016. Previously, he was President of the Company from April 2016 to August 2017, Vice President of Manufacturing of the Company from October 2006 to April 2016
and Vice President of Global Operations of the Company from April 2003 to October 2006. Mr. Caudle joined the Company in 1982 and, since that time, has served in a variety of other leadership roles, including Senior Vice President in charge of
manufacturing for the Company and Vice President of Manufacturing Services. There are no arrangements or understandings between Mr. Caudle and any other persons pursuant to which he was selected as an officer. Mr. Caudle has no family
relationships with any of the Companys directors or executive officers. There are no transactions involving the Company and Mr. Caudle that the Company would be required to report pursuant to Item 404(a) of Regulation
S-K.
A copy of the press release announcing the above management changes is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d)
Exhibits
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SIGNATURES
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.
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UNIFI, INC.
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Date: March 21, 2019
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By:
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/s/ Thomas H. Caudle, Jr.
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Thomas H. Caudle, Jr.
President &
Chief Operating Officer
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