0001792781FALSE00017927812023-08-312023-08-31

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): August 31, 2023

TORRID HOLDINGS INC.
(Exact name of registrant as specified in its charter)

Delaware001-4057184-3517567
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
18501 East San Jose Avenue
City of Industry, California 91748
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (626) 667-1002

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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01CURVNew York Stock Exchange
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. ☐




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

On August 31, 2023 (the “Effective Date”), Torrid Holdings Inc. (the “Company”), Torrid LLC, a wholly owned indirect subsidiary of the Company (“Torrid”), and Elizabeth Muñoz-Guzman, the Company’s Chief Creative Officer, entered into an amendment (“Amendment No. 2 to the Employment Agreement”) to amend that certain employment agreement, dated as of December 13, 2019, by and between Torrid and Ms. Muñoz-Guzman (the “Employment Agreement”), as previously amended on May 3, 2022 (“Amendment No. 1 to the Employment Agreement”).

Pursuant to Amendment No. 2 to the Employment Agreement, Ms. Muñoz-Guzman’s (i) annual base salary was reduced from $900,000 to $700,000, and (ii) target bonus opportunity was reduced from 125% of base salary to 100% of base salary, in each case, effective as of the Effective Date. There were no other material changes made to the Employment Agreement or Amendment No. 1 to the Employment Agreement pursuant to Amendment No. 2 to the Employment Agreement.

The foregoing description of the material terms of Amendment No. 2 to the Employment Agreement is not complete and is qualified in its entirety by reference to the full text of Ms. Muñoz-Guzman’s Employment Agreement, dated as of December 13, 2019, by and between Torrid and Ms. Muñoz-Guzman, which was filed as Exhibit 10.11 to the Company’s Form S-1 Registration Statement filed with the Securities and Exchange Commission on June 7, 2021, Amendment No. 1 to the Employment Agreement, dated as of May 2, 2022, by and among the Company, Torrid and Ms. Muñoz-Guzman, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 4, 2022, and Amendment No. 2 to the Employment Agreement attached hereto as Exhibit 10.1, each of which is incorporated by reference herein.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.Exhibit Description
10.1
104
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SIGNATURES

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.

 
TORRID HOLDINGS INC.
By:/s/ Bridgett C. Zeterberg
Name:Bridgett C. Zeterberg
Title:Chief Human Resources Officer, Chief Legal Officer and Corporate Secretary
Date: September 1, 2023
 


AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
    This Amendment No. 2 to Employment Agreement (this “Amendment”), effective as of August 31, 2023 (the “Second Amendment Effective Date”), is entered into by and among Torrid Holdings Inc., a Delaware corporation (the “Company”), Torrid LLC, a California limited liability company and a wholly owned indirect subsidiary of the Company (“Torrid”), and Elizabeth Muñoz-Guzman, an individual (the “Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement (as defined below), as amended hereby.
    WHEREAS, Torrid and the Executive are parties to that certain Employment Agreement, dated as of December 13, 2019 and previously amended on May 3, 2022 (the “Agreement”), and
    WHEREAS, the parties hereto desire to amend the Agreement as set forth below.
    NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
    1.    Section 1 of the Agreement is hereby deleted in its entirety and replaced with the following:
“1.    Annual Base Salary. Effective as of the Second Amendment Effective Date, you will be paid a base salary at the annualized rate of $700,000, less payroll deductions and all required withholdings, payable in periodic installments in accordance with the Company’s normal payroll practices (the “Base Salary”). Your Base Salary will be reviewed annually and may be adjusted by the Compensation Committee of the Board of Directors (the “Committee”) of Torrid Holdings Inc., a Delaware corporation (“Holdings”), in its discretion. Your Base Salary will be prorated for any partial year of employment during the Term on the basis of a 365-day fiscal year.”
    2.    Section 2 of the Agreement is hereby deleted in its entirety and replaced with the following:
“2.    Annual Bonus. Commencing with fiscal year 2023, and for each complete fiscal year thereafter during the Term (as defined in Section 7 below), you will be entitled to participate in the annual bonus plan of Holdings, which bonus plan (and the associated targets therefor) will be proposed by the Committee in consultation with you, with an annual target bonus opportunity amount equal to one-hundred percent (100%) of your Base Salary at the highest rate in effect during the applicable annual performance period (the “Target Bonus”), subject to standard deductions and withholdings. Your Target Bonus will be reviewed annually and may be adjusted by the Committee in its discretion. Except as expressly provided in Section 6 below, you must be employed on the date the Target Bonus is paid to be eligible for such bonus payment. Any earned Target Bonus will be paid to you fully in cash at the same time as such bonuses are generally paid to senior executive employees of the Company, but in any event no later than the completion of the calendar year following the fiscal year for which such bonus was earned.”
    3.    Notwithstanding anything to the contrary set forth in the Agreement, by entering into this Amendment, the Executive hereby (i) acknowledges and agrees that the changes contemplated herein do not constitute Good Reason under the Agreement, and (ii) expressly
KE 98269281.2

waives any right to claim Good Reason under the Agreement, in any case, related to the changes contemplated herein. The Executive hereby represents that the Executive has read this Amendment and understands its terms, and that the Executive enters into this Amendment freely, voluntarily and without coercion.
    4.    This Amendment shall only serve to amend and modify the Agreement to the extent specifically provided herein. All terms, conditions, provisions and references of and to the Agreement which are not specifically modified, amended and/or waived herein shall remain in full force and effect and shall not be altered by any provisions herein contained. All prior agreements, promises, negotiations and representations, either oral or written, relating to the subject matter of this Amendment not expressly set forth in this Amendment are of no force or effect.
    5.    This Amendment shall not be amended, modified or supplemented except by a written instrument signed by the parties hereto. The failure of a party to insist on strict adherence to any term of this Amendment on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Amendment. No waiver of any provision of this Amendment shall be construed as a waiver of any other provision of this Amendment. Any waiver must be in writing.
    6.    This Amendment shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Executive, and the successors and assigns of the Company and Torrid.
    7.    Section 17 of the Agreement (Choice of Law; Waiver of Jury Trial) shall apply to this Amendment mutatis mutandis.
    8.    This Amendment may be executed and delivered (including by facsimile, “pdf’ or other electronic transmission) in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.
[Signature Page to Follow]
2
KE 98269281.2

    IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth above.

                        TORRID HOLDINGS INC.

                        By:    ___________________________    
                            Name: Lisa Harper
                            Title:    CEO



                        TORRID LLC

                        By:    ___________________________    
                            Name: Lisa Harper
                            Title:    CEO



                        EXECUTIVE

                        By:    ___________________________
                            Elizabeth Muñoz-Guzman            
Signature Page to Amendment No. 2
to Employment Agreement
v3.23.2
Cover
Aug. 31, 2023
Cover [Abstract]  
Entity Central Index Key 0001792781
Amendment Flag false
Document Type 8-K
Entity Registrant Name TORRID HOLDINGS INC.
Entity Tax Identification Number 84-3517567
Document Period End Date Aug. 31, 2023
Entity Incorporation, State or Country Code DE
Entity File Number 001-40571
Entity Address, Address Line One 18501 East San Jose Avenue
Entity Address, City or Town City of Industry
Entity Address, State or Province CA
Entity Address, Postal Zip Code 91748
City Area Code (626)
Local Phone Number 667-1002
Title of 12(b) Security Common Stock, par value $0.01
Trading Symbol CURV
Security Exchange Name NYSE
Entity Emerging Growth Company false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
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