UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): July 10, 2018
XCEL BRANDS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-37527 | 76-0307819 |
| (Commission File Number) | (IRS Employer Identification No.) |
| 1033 Broadway, New York, NY | 10018 |
| (Address of Principal Executive Offices) | (Zip Code) |
(347) 727-2474
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers’ Arrangements of Certain Officers |
On July 10, 2018, Richard Kirschenbaum resigned as a director of Xcel Brands, Inc. (the “Company”).
On July 11, 2018, James D. Fielding was appointed as a director of the Company and to the Compensation Committee of the Board of Directors.
James D. joined our Board July 11, 2018. Since January 1, 2017, Mr. Fielding currently has served as President Consumer Products and Innovation at Twentieth Century Fox Film Corporation and Fox Network Group, one of the major American film studios. A 25-year veteran in the consumer retail space, Fielding previously served as the Global Head of Consumer Products for Dreamworks Animation and Awesomeness TV. Prior to that, Fielding served as the CEO of Claire’s Stores Inc., where he oversaw strategic growth and international development for the retail chain’s 3,000-plus stores worldwide. Previously, he was the President of Disney Stores Worldwide, a role in which he led a $1.2 billion global business that operated 360 stores in 12 countries, as well as the DisneyStore.com e-commerce business. Prior to his 11-year tenure at the Walt Disney Company, Fielding served as General Merchandise Manager for the co-ed division of Lands’ End. He previously held several key roles in the merchandising world at companies such as the Gap, the J. Peterman Company and Dayton-Hudson.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 99.1 | Press Release of XCel Brands, Inc. dated July 12, 2018 |
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.
| XCEL BRANDS, INC. (Registrant) |
|||
| By: | /s/ James F. Haran | ||
| Name: | James F. Haran | ||
| Title: | Chief Financial Officer | ||
Date: July 16, 2018
Exhibit 99.1
FOR IMMEDIATE RELEASE
JAMES FIELDING JOINS XCEL BRANDS, INC. BOARD OF DIRECTORS
July 12, 2018 (NEW YORK) – Xcel Brands, Inc. (NASDAQ:XELB) announced today the appointment of Jim Fielding to its Board of Directors. An expert merchant who has been a leader in both media and retail, Mr. Fielding currently serves as President, Consumer Products and Innovation at Twentieth Century Fox Film Corporation and Fox Network Group one of the major American film studios.
Robert D’Loren, Chairman and Chief Executive Officer, Xcel Brands, Inc. said, “We are thrilled to have Jim Fielding join our Board of Directors. Jim brings extensive experience in licensing, merchandising, media and entertainment, and retail, while also bringing strong relationships in the media and retail industries to our Board and Xcel. We look forward to working with him as Xcel expands its reach and partnerships within television and new media.”
A 25-year veteran in the consumer retail space, Fielding previously served as the Global Head of Consumer Products for Dreamworks Animation and Awesomeness TV. Prior to that, Fielding served as the CEO of Claire’s Stores Inc., where he oversaw strategic growth and international development for the retail chain’s 3,000-plus stores worldwide. Previously, he was the President of Disney Stores Worldwide, a role in which he led a $1.2 billion global business that operated 360 stores in 12 countries, as well as the DisneyStore.com e-commerce business. Prior to his 11-year tenure at the Walt Disney Company, Fielding served as General Merchandise Manager for the co-ed division of Lands’ End. He previously held several key roles in the merchandising world at companies such as the Gap, the J. Peterman Company and Dayton-Hudson.
“I’m honored to join the Xcel Board and look forward to working with my colleagues and management to support and advance their vision to reimagine shopping, entertainment, and social as one,” said Fielding.
Mr. Fielding’s appointment to Xcel’s board fills a vacancy following the retirement of Richard Kirschenbaum. In accordance with Xcel’s board procedures, Mr. Fielding will be a candidate for re-election to the board at the company’s annual meeting of stockholders.
About Xcel Brands (www.xcelbrands.com)
Xcel Brands, Inc. (NASDAQ:XELB) is a media and consumer products company engaged in the design, production, licensing, marketing and direct-to-consumer sales of branded apparel, footwear, accessories, jewelry, home goods, and other consumer products, and the acquisition of dynamic consumer lifestyle brands. Xcel was founded by Robert W. D’Loren in 2011 with a vision to reimagine shopping, entertainment and social as one. Xcel owns and manages the Isaac Mizrahi, Judith Ripka, H Halston, C. Wonder and Highline Collective brands, pioneering an omnichannel sales strategy which includes the promotion and sale of products under its brands through direct-response television, internet, brick and mortar retail, and e-commerce channels. Headquartered in New York City, Xcel Brands is led by an executive team with significant technology, design, merchandising, production, marketing, retailing, and licensing experience and a proven track record of success in elevating branded consumer products companies. With a team of over 100 professionals focused on design, production, and digital marketing, Xcel maintains control of product quality and promotion across all of its product categories and distribution channels. The total lifetime retail sales of its brands exceed $7.5 billion.
Contact:
Stephanie Taylor
347-727-2483
staylor@xcelbrands.com