8-K

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 30, 2018

DESTINATION MATERNITY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-21196	13-3045573
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

232 Strawbridge Drive

Moorestown, NJ 08057

(Address of principal executive offices)

Registrant’s telephone number, including area code: (856) 291-9700

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:

☐ 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; Compensatory Arrangements of Certain Officers

On July 30, 2018, Destination Maternity Corporation (the “Company”) issued a press release regarding an amendment (the “Amendment”) to the employment letter agreement between Chief Executive Officer Marla Ryan and the Company dated May 30, 2018, which Amendment extended the date by which the Company and Ms. Ryan intend to enter into a new and more complete employment agreement from July 30, 2018 to September 30, 2018, and the tandem review by the Company’s Compensation Committee of the Board of Directors of the Company’s corporate compensation and benefits program.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

Exhibit No.	Description
99.1	Press release of the Company issued July 30, 2018.

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SIGNATURE

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.

	Destination Maternity Corporation
Date: July 30, 2018	By:	/s/ David Stern
	Name:	David Stern
	Title:	Executive Vice President & Chief Financial Officer

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EX-99.1

Exhibit 99.1

DESTINATION MATERNITY ANNOUNCES EXTENSION OF CEO CONTRACT

Company Conducting Comprehensive Review of Compensation and Benefits Program

MOORESTOWN, N.J. – (July 30, 2018) – Destination Maternity Corporation (NASDAQ: DEST) (the “Company”) announced today that the Company and Chief Executive Officer Marla Ryan have extended from July 30, 2018 to September 30, 2018 the date by which they intend to enter into a new and more complete employment agreement. In tandem, the Compensation Committee of the Board of Directors (the “Compensation Committee”) has commenced a formal review of Destination Maternity’s corporate compensation and benefits program. The Company believes the review process will take approximately three months. As such, Ms. Ryan’s annual and long-term incentives, as well as her total compensation package will be designed to align with the Company’s new policies following the review.

The Company’s Independent Chair of the Board of Directors, Anne-Charlotte Windal, said, “Since late May 2018, the Compensation Committee has commenced a comprehensive review of the company’s pay practices with the goal of establishing a stronger link between pay and performance. The Compensation Committee has determined it is in the company’s best interests to extend Marla Ryan’s initial employment contract while the comprehensive review is in process so that Ms. Ryan’s new employment agreement can incorporate the results of the Committee’s comprehensive review.”

Forward-Looking Statements

The Company cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this release or made from time to time by management of the Company, including those regarding management changes and various business initiatives, involve risks and uncertainties, and are subject to change based on various important factors. The following factors, among others, could affect the Company’s ability to realize such savings and could cause actual results to differ materially from those expressed or implied in any such forward-looking statements: the strength or weakness of the retail industry in general and of apparel purchases in particular, our ability to successfully manage our various business initiatives, our ability to successfully manage our real estate relationships, overall economic conditions and other factors affecting consumer confidence, demographics and other macroeconomic factors that may impact the level of spending for apparel (such as fluctuations in pregnancy rates and birth rates), availability of suitable store locations, our ability to develop and source merchandise and other factors set forth in the Company’s periodic filings with the U.S. Securities and Exchange Commission (the “SEC”), or in materials incorporated therein by reference. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this release are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this release. The Company assumes no obligation to update or revise the information contained in this release (whether as a result of new information, future events or otherwise), except as required by applicable law.

About Destination Maternity

Destination Maternity Corporation is the world’s largest designer and retailer of maternity apparel. As of October 28, 2017, Destination Maternity operates 1,147 retail locations in the United States, Canada and Puerto Rico, including 501 stores, predominantly under the trade names Motherhood Maternity^®, A Pea

in the Pod^® and Destination Maternity^®, and 646 leased department locations. The Company also sells merchandise on the web primarily through its brand-specific websites, motherhood.com and apeainthepod.com, as well as through its destinationmaternity.com website. Destination Maternity has international store franchise and product supply relationships in the Middle East, South Korea, Mexico and Israel. As of October 28, 2017, Destination Maternity has 208 international franchised locations, including 16 standalone stores operated under one of the Company’s nameplates and 192 shop-in-shop locations.

Contact

Sloane & Company

Dan Zacchei / Erica Bartsch, 212-486-9500

Dzacchei@sloanepr.com / EBartsch@sloanepr.com

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