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): May 4, 2020
DAVE & BUSTER’S ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-35664 | 35-2382255 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
2481 Manana Drive Dallas, Texas | 75220 | |
(Address of principal executive offices) | (zip code) |
(214) 357-9588
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:
¨ | 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. ¨
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $0.01 par value | PLAY | NASDAQ Stock Market LLC | ||
Preferred Stock Purchase Rights | PLAY | NASDAQ Stock Market LLC |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Compensation Committee (the “Committee”) of the Board of Directors of Dave & Buster’s Entertainment Inc. (the “Company”) approved a new program under the Company’s 2014 Omnibus Incentive Plan (the “Plan”) composed of performance-based Market Stock Units (“MSUs”) and Restricted Stock Units (“RSUs”) with updated terms from our prior RSU agreements. The Company will be using a form of Market Stock Unit Award Agreement (the “MSU Award Agreement”) as well as an updated form of Restricted Stock Unit Agreement, each of which are filed herewith, for these awards. The MSUs are a type of Other Stock-Based Award that may be granted by the Committee under Section 9.1 of the Plan, pursuant to which a percentage of a target number of shares of Company common stock may be earned based on the percentage increase or decrease in the Company’s average stock price over an applicable performance period, subject to certain limitations under the MSU Award Agreement.
This summary is not intended to be complete and is qualified in its entirety by reference to the form of MSU Award Agreement and to the form of RSU Award Agreement which are attached as Exhibits 10.1 and 10.2 to this Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 4, 2020
DAVE & BUSTER’S ENTERTAINMENT, INC. | |||
By: | /s/ Robert W. Edmund | ||
Robert W. Edmund | |||
Senior Vice President, General Counsel and Secretary |