Straight talk in filings?

February 4, 2015

SEC filings are not exactly known for their straight talk. Executives resign to spend more time with their families. And there’s never (ever!) any disagreements when the executives or directors or the accounting firms that audit the companies step down suddenly. In other words, it’s not exactly the “Straight Talk Express

So you can imagine our surprise when we came across this 8-K that The Fresh Market filed late in the day a few weeks ago. In it, the company said it “had terminated” the employment of CEO Craig Carlock. I think that most people would read that to mean he was fired. Trust us on this: that kind of language is very rare.

It’s also much more direct that what the company used in the press release that announced Carlock’s sudden departure on Jan. 12. In that release, the company said that Carlock “has left” and then included some nice statements about what he had accomplished since becoming CEO in 2009. In other words, pretty typical fare.

But then we were surprised all over again when we came across this 8-K that the company filed last week. In that filing, the company spelled out Carlock’s severance terms and let’s just say that they don’t really seem like the type offered to the typical person who has, um, “left”.

Under the agreement, Carlock gets two years of salary, a pro-rated portion of his bonus, two years of healthcare coverage, continued vesting on several different equity awards. The cherry on top? The title to the car currently assigned to him.

All of this seems like a pretty nice send-off for someone who was seemingly shown the door.

Posted in: Agreements, D&O Turnover

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Companies Mentioned: The Fresh Market, Inc.,
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