Item 2.02 Results of Operations and Financial Condition.
On August 11, 2022, National Vision Holdings, Inc. (“National Vision” or the “Company”) issued a press release announcing financial results for the quarter ended July 2, 2022. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information in item 2.02 of this current Form 8-K report, including Exhibit 99.1, is provided to the Security and Exchange Commission (the “SEC”) pursuant to Section 2.02 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) , or otherwise subject to the responsibilities of this section, nor shall it be deemed incorporated by reference in any of the documents filed by National Vision with the SECOND under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated by specific reference in such filing.
Article 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain leaders; Compensatory provisions of certain executives.
Organizational update
On August 11, 2022the Company announced management changes, under which
patrick moorethe Company’s Chief Financial Officer, was appointed to the newly created position of Chief Operating Officer, effective August 11, 2022
(the “Effective Date”). In this role, Mr. Moore, 58, will head Retail Operations, Clinical Services, Real Estate, Labs, Manufacturing and Distribution and Strategy. He will continue to serve as the Company’s Chief Financial Officer until January 1, 2023when, in accordance with a planned succession, Melissa RasmussenSenior Vice-President, Finance and Accounting, will succeed Mr. Moore as the Company’s Chief Financial Officer.
Mr. Moore has been Chief Financial Officer since 2014. Mrs. Rasmussen45, currently serves as Senior Vice President, Finance and Accounting, and served as Senior Vice President, Chief Accounting Officer prior to
July 2019 until August 2022, responsible for the Accounting, Taxation, SEC Reporting and Internal Audit functions. Prior to joining National Vision, Mrs. Rasmussen was vice president and global controller of Lexmark International, Inc.where she led global accounting and SECOND report functions.
Moreover, on August 5, 2022, Roger Francoisdirector of the company’s stores, has informed the company that he will be resigning from the company effective August 31, 2022 to occupy an international leadership position in a company outside the optical industry.
Remuneration matters
After the effective date, Mr. Moore as Chief Operating and Financial Officer will receive a base salary of $600,000, and he will be eligible to receive an annual cash incentive bonus with a target opportunity of 75% of his base salary. There are no family relations between Mr. Moore and any director or senior officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Regulation SK Section 404(a).
After assuming the role of Chief Financial Officer of January 2023, Mrs. Rasmussen
will receive a base salary of $400,000, and she will be eligible to receive an annual cash incentive award with a target opportunity of 60% of her base salary. She will also be eligible to receive an annual long-term incentive award assessed at the next such award by the Company, as determined by the Compensation Committee of the Board of Directors of the Company. There are no family relations between Mrs. Rasmussen and any director or senior officer of the Company and it has no direct or indirect material interest in any transaction required to be disclosed pursuant to Regulation SK Section 404(a).
Press release
On August 11, the Company issued a press release announcing these management changes. A copy of the release is filed herewith as Exhibit 99.2 and incorporated herein by reference.
Item 9.01 Financial statements and supporting documents.
(d) Exhibits.
See the index of exhibits immediately preceding the attached signature page, which is incorporated herein by reference.
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