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CONN > SEC Filings for CONN > Form 8-K on 1-Aug-2014All Recent SEC Filings

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Form 8-K for CONNS INC


Change in Directors or Principal Officers, Other Events, Financial Statements and Exhib

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On August 1, 2014, Conn's, Inc. (the "Company") announced the appointment William E. Saunders, Jr. to its Board of Directors (the "Board"), effective as of August 1, 2014, to fill one of the vacancies on the Board.

The Board determined that Mr. Saunders qualifies as an independent director under the rules of The NASDAQ Stock Market. Mr. Saunders will also serve on the Audit Committee and Nominating and Corporate Governance Committee of the Board. There are no related party transactions between the Company and Mr. Saunders that would require disclosure under Item 404(a) of Regulation S-K. Mr. Saunders was not appointed pursuant to any agreement, arrangement or other understanding between the Company and Mr. Saunders or any other person.

Mr. Saunders, 40, has served as the Chief Executive Officer of Community Choice Financial Inc., a leading retailer of alternative consumer financial services and products, since June 2008, and Chairman of its Board of Directors since May 2014, after joining the company as its Chief Financial Officer in March 2006. Prior to joining Community Choice Financial (previously CheckSmart Financial Holdings), Mr. Saunders was a Vice President for Stephens Inc., an investment bank, from 2004 to 2006 and, prior to that, was an associate at Houlihan Lokey, an investment bank, SunTrust Equitable Securities, an investment bank, and Arthur Andersen, an accounting firm. Mr. Saunders holds a B.S. in Business with Special Attainment in Accounting and Commerce from Washington & Lee University and is a certified public accountant in the State of Georgia. Mr. Saunders brings extensive investment banking, finance, management, and strategic experience to our Board.

Mr. Saunders will also receive $62,500 worth of restricted stock units ("RSUs") under the Company's Non-Employee Director Restricted Stock Plan, representing a prorated amount of the annual grant of restricted stock units issued to our non-employee directors. The actual number of RSUs will be based on the closing price of the Company's common stock on August 1, 2014 and will fully vest on May 27, 2015. In addition, Mr. Saunders will receive $58,333, representing a prorated amount of the annual cash retainer payable in fiscal 2015 to each of our non-employee directors.

The Company also intends to enter into the Company's standard form of Indemnification Agreement with Mr. Saunders.

Item 8.01 Other Events.

On August 1, 2014, the Company issued a press release announcing the appointment of Mr. Saunders to the Board. A copy of the press release is attached herewith as Exhibit 99.1.

Effective as of August 1, 2014 with the appointment of Mr. Saunders to the Board, the Board reconstituted its Audit Committee and Nominating and Corporate Governance Committee as follows:

Audit Committee      Nominating and Corporate Governance Committee

Kelly Malson (chair)      Jon Jacoby (chair)
David Schofman        Bob Martin
William Saunders        William Saunders

Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description

99.1 Press Release dated August 1, 2014.

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