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Delaware
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001-31314
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31-1443880
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2 (b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4 (c))
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ITEM
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
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(d)
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Election
of New Director
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Effective
August 19, 2008, Thomas P. Johnson, Executive Vice President, Chief
Operating Officer of the Registrant, has been elected as a new member to
the Registrant’s Board of Directors. Mr. Johnson has served as
Chief Operating Officer since 2004 and has been an employee of the
Registrant since 2001. In addition to becoming a member of the
Registrant’s Board of Directors, Mr. Johnson will continue in his role as
the Registrant’s Executive Vice President, Chief Operating Officer. As a
non-independent management director, Mr. Johnson will not serve on any
committees of the Registrant’s Board of Directors. With this
appointment, the Registrant now has 11 members on its Board of
Directors.
Since
February 1, 2007, Mr. Johnson has served as our Chief Operating Officer
pursuant to an employment agreement that is in effect through January 31,
2010. For Fiscal 2008, Mr. Johnson receives an annual base salary of
$700,000, an annual incentive bonus and medical and other benefits. Mr.
Johnson has an opportunity to earn an annual bonus of up to 200% of Mr.
Johnson’s then applicable base salary, dependent upon the Registrant’s
performance and individual performance. The annual bonus is
payable pursuant to the terms of our Annual Incentive Bonus
Plan. For additional information about Mr. Johnson’s employment
agreement and compensation, reference is made to the
Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the
Securities and Exchange Commission on May 12, 2008.
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ITEM
7.01
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Regulation
FD Disclosure.
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On
August 21, 2008 Aéropostale, Inc. issued a press release announcing their
second quarter 2008 earnings
results.
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ITEM
9.01
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Financial
Statements and Exhibits.
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(c)
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Exhibits
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99.1
Press release, dated August 21, 2008, announcing second quarter 2008
earnings results and the addition of Thomas P. Johnson to the Company’s
Board of Directors.
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