G III APPAREL GROUP LTD /DE/0000821002false00008210022020-09-242020-09-24

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): September 24, 2020

G-III APPAREL GROUP, LTD.

(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction
of Incorporation)

0-18183
(Commission File Number)

41-1590959
(IRS Employer
Identification No.)


(Address of principal executive offices)

512 Seventh Avenue

New York, New York
(Address of Principal Executive Offices)

10018
(Zip Code)

(212) 403-0500

(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 (see General Instruction A.2 below):

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))

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 per share

GIII

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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.

(d) On September 24, 2020, the Board of Directors (the “Board”) of G-III Apparel Group, Ltd. (the “Company”) increased the size of the Board from eleven directors to twelve directors and elected Robert L. Johnson as a director to fill the newly created seat on the Board.

In connection with Mr. Johnson’s election to the Board, he was granted restricted stock units, pursuant to the Company’s 2015 Long-Term Incentive Plan, that will enable him to receive up to 7,097 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”). The right to receive these shares of Common Stock will become vested in three equal annual installments on the first through third anniversaries of the date of his election to the Board, subject to Mr. Johnson’s continuous service with the Company.

Item 8.01 Other Events.

A copy of the Company’s press release announcing the election of Mr. Johnson is attached hereto and furnished as Exhibit 99.1

Item 9.01 Financial Statements and Exhibits.

(a)Financial Statements of Businesses Acquired.

None.

(b)Pro Forma Financial Information.

None.

(c)Shell Company Transactions

None.

(d)Exhibits.

99.1

Press release of G-III Apparel Group, Ltd. issued on September 24, 2020 relating to the election of Robert L. Johnson to the Company’s Board of Directors.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

EXHIBIT INDEX

Exhibit
No.


Description

99.1

Press release of G-III Apparel Group, Ltd. issued on September 24, 2020 relating to the election of Robert L. Johnson to the Company’s Board of Directors.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

3

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.

G-III APPAREL GROUP, LTD.

Date: September 24, 2020

By:

/s/ Neal S. Nackman

Name:

Neal S. Nackman

Title:

Chief Financial Officer

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