-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PJ7UTplBEOMXpbleKQsH9Y+5ezoKwJnP8kuZb4TSjw+he+VuroS01uAEgkXV0kAl lc0jlH/NlCgJ5mEKWss7fw== 0000950123-05-010107.txt : 20050818 0000950123-05-010107.hdr.sgml : 20050818 20050818161617 ACCESSION NUMBER: 0000950123-05-010107 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050816 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050818 DATE AS OF CHANGE: 20050818 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AEROPOSTALE INC CENTRAL INDEX KEY: 0001168213 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 311443880 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31314 FILM NUMBER: 051036112 BUSINESS ADDRESS: STREET 1: 1371 BROADWAY STREET 2: 8TH FL. CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2126464885 MAIL ADDRESS: STREET 1: 1371 BROADWAY STREET 2: 8TH FL. CITY: NEW YORK STATE: NY ZIP: 10018 8-K 1 y12122ae8vk.txt AEROPOSTALE, INC. ================================================================================ 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): August 16, 2005 AEROPOSTALE, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-31314 31-1443880 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 112 WEST 34TH STREET, 22ND FLOOR, NEW YORK, NEW YORK 10120 (Address of principal executive offices, including Zip Code) (646) 485-5398 (Registrant's telephone number, including area code) NOT APPLICABLE (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 Instructions 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)) ================================================================================ ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. (d) Election of New Director On August 16, 2005, the Registrant's Board of Directors elected Karin Hirtler-Garvey as a new independent member of the Board of Directors, filling a vacancy left in March of this year. The Board has not yet determined Ms. Hirtler-Garvey's assignment to any of the Board committees. Ms. Hirtler-Garvey and the Registrant will file a report on Form 3 regarding Ms. Hirtler-Garvey's initial stock option and restricted stock grants as a non-employee director of the Board as soon as administratively possible through the EDGAR system. ITEM 8.01 OTHER EVENTS. On August 16, 2005, the Registrant's Board of Directors adopted a Lead Independent Director Charter and appointed David H. Edwab as its current Lead Independent Director. The Lead Independent Director coordinates the activities of the independent directors and serves as a liaison between the Chairman, senior management of the Registrant and the independent directors. The Lead Independent Director also presides at the executive sessions of the independent directors. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1and 99.2, 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 liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. c) Exhibits 99.1 Press release, dated August 18, 2005, announcing the addition of Karin Hirtler - Garvey to its Board of Directors. 99.2 Lead Independent Director Charter. SIGNATURES According 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, thereunto duly authorized. Aeropostale, Inc. /s/ Michael J. Cunningham -------------------------- Michael J. Cunningham Executive Vice President - Chief Financial Officer Dated: August 18, 2005 EX-99.1 2 y12122aexv99w1.txt PRESS RELEASE EXHIBIT 99.1 AEROPOSTALE, INC. ANNOUNCES ADDITION TO ITS BOARD OF DIRECTORS NEW YORK, NEW YORK - AUGUST 18, 2005 - Aeropostale, Inc. (NYSE: ARO), a mall-based specialty retailer of casual and active apparel for young women and men, today announced that Karin Hirtler-Garvey, formerly Chief Operating Officer, Global Markets for Bank of America (formerly Nations Bank), has been appointed to the Aeropostale Board of Directors. Ms. Hirtler-Garvey joined Bank of America in September of 1995 and held various senior management positions within the organization until March of 2005. Prior to becoming Chief Operating Officer, Global Markets from April to October of 2004, Ms. Hirtler-Garvey held the position of President of Trust and Credit Banking Products. From June 2001 to March 2004, Ms. Hirtler-Garvey held the position of Chief Financial Officer/Chief Operating Officer for the Wealth and Investment Management division. Prior to joining Bank of America, from October 1986 to August 1995, Ms. Hirtler-Garvey held various finance and market risk positions at J.P. Morgan & Co. Ms. Hirtler-Garvey started her career at Arthur Young & Co. in New Jersey. Julian R. Geiger, Chairman and Chief Executive Officer said, "Karin's appointment represents a meaningful addition to our Board of Directors. She brings an impressive financial background, having served in top management positions within one of the largest financial institutions. We welcome Karin to the Board and look forward to her contributions to Aeropostale." ABOUT AEROPOSTALE, INC.: Aeropostale, Inc. is a mall-based, specialty retailer of casual apparel and accessories, principally targeting 11 to 18 year-old young women and men. The company provides customers with a focused selection of high-quality, active-oriented, fashion basic merchandise at compelling values. Aeropostale maintains control over its proprietary brands by designing, marketing and selling all of its own merchandise. Aeropostale products are currently purchased only in its stores, on-line thorough its website (www.aeropostale.com) or at organized sales events at college campuses. ABOUT JIMMY'Z: Jimmy'Z, a wholly owned subsidiary of Aeropostale, Inc., is a California lifestyle-oriented brand targeting fashion-aware young women and men ages 18 to 25. Jimmy'Z offers customers trend-right apparel in an innovative and unique store environment. The first Aeropostale store was opened in 1987. The company currently operates 629 Aeropostale stores in 47 states and 6 Jimmy'Z stores in 6 states. SPECIAL NOTE: THIS PRESS RELEASE AND ORAL STATEMENTS MADE FROM TIME TO TIME BY REPRESENTATIVES OF THE COMPANY CONTAIN CERTAIN "FORWARD-LOOKING STATEMENTS" CONCERNING EXPECTATIONS FOR SALES, STORE OPENINGS, GROSS MARGINS, EXPENSES, STRATEGIC DIRECTION AND EARNINGS. ACTUAL RESULTS MIGHT DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS. AMONG THE FACTORS THAT COULD CAUSE ACTUAL RESULTS TO MATERIALLY DIFFER INCLUDE, AMONG OTHERS, CHANGES IN THE COMPETITIVE MARKETPLACE, INCLUDING THE INTRODUCTION OF NEW PRODUCTS OR PRICING CHANGES BY OUR COMPETITORS, CHANGES IN THE ECONOMY AND OTHER EVENTS LEADING TO A REDUCTION IN DISCRETIONARY CONSUMER SPENDING; SEASONALITY; RISKS ASSOCIATED WITH CHANGES IN SOCIAL, POLITICAL, ECONOMIC AND OTHER CONDITIONS AND THE POSSIBLE ADVERSE IMPACT OF CHANGES IN IMPORT RESTRICTIONS; RISKS ASSOCIATED WITH UNCERTAINTY RELATING TO THE COMPANY'S ABILITY TO IMPLEMENT ITS GROWTH STRATEGIES, AS WELL AS THE OTHER RISK FACTORS SET FORTH IN THE COMPANY'S FORM 10-K AND CURRENT REPORTS ON FORM 8-K, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS TO REFLECT SUBSEQUENT EVENTS OR CIRCUMSTANCES. EX-99.2 3 y12122aexv99w2.txt LEAD INDEPENDENT DIRECTOR CHARTER EXHIBIT 99.2 AEROPOSTALE, INC. LEAD INDEPENDENT DIRECTOR CHARTER (a) Members The Board of Directors of Aeropostale, Inc. (the "Company") shall appoint a Lead Independent Director who shall be a member of the Board of Directors and who shall be "independent." For purposes hereof, independent" shall mean a director who has no material relationship to the Company and who otherwise meets the New York Stock Exchange requirements of "independence." The Lead Independent Director shall serve at the pleasure of the Board of Directors and may be removed by the Board at any time with or without cause. (b) Purpose The primary responsibilities of the Lead Independent Director shall be to coordinate the activities of the independent directors and to serve as a liaison between the Chairman, Company senior management, when appropriate, and the other independent directors. (c) Duties and Responsibilities In furtherance of the responsibilities of the Lead Independent Director, the Lead Independent Director shall have the following specific duties: (i) Consult with the Chairman as to an appropriate schedule of Board meetings, seeking to ensure that the independent directors can perform their duties responsibly while not interfering with ongoing Company operations; (ii) Provide the Chairman with input as to the preparation of the agendas for Board meetings; (iii) Advise the Chairman as to the quality, quantity and timeliness of the information submitted by the Company's management that is necessary or appropriate for the independent directors to effectively and responsibly perform their duties; (iv) Ensure that independent directors have adequate opportunities to meet and discuss issues in executive sessions without management present; (v) Develop the agendas for and serve as Chairman of the executive sessions of the independent directors; (vi) Serve as principal liaison between the independent directors and the Chairman; (vii) Consult with the Chairman as to the membership of the various Board Committees, as well as the selection of the Committee chairs; (viii) Ensure the independent directors have adequate resources, especially by way of full, timely and relevant information to support their decision-making requirements; (ix) If the Chairman is unable to attend a Board meeting; act as Chairman of such Board meeting in the Chairman's absence; (x) Communicate to management, as appropriate, the results of private discussions among independent directors; and (xi) Perform such other duties as the Board of Directors shall from time to time delegate. (d) Advisors The Company's General Counsel shall serve as the primary contact to the Lead Independent Director and the other non-employee directors with regard to advice and counsel as requested by non-employee directors, the engagement of outside advisers, and on any other matters as requested by the Lead Independent Director. The Lead Independent Director shall have the authority to retain, at the expense of the Company, such outside counsel, accountants, experts and other advisors as the Lead Independent Director determines appropriate. (e) Charter Review On an annual basis, the Lead Independent Director shall review the adequacy of this Charter, and recommend to the Board any modifications or changes hereto for approval by the Board. -----END PRIVACY-ENHANCED MESSAGE-----