Business Context and Reporting Period
This Form 6-K filing is for Naked Brand Group Limited, a foreign private issuer, for the month of September 2021. The report was filed on September 29, 2021. The filing specifically addresses the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on executive compensation and does not contain financial statements or operational metrics.
Material Changes
On September 22, 2021, the Board of Directors granted a new incentive award to Justin Davis-Rice, the Executive Chairman and Chief Executive Officer. This represents a material change in the compensatory arrangements for a key officer.
Guidance, Outlook, and Management Commentary
The filing details the structure of the new incentive award:
- Award Structure: On the first, second, and third anniversaries of the grant, Mr. Davis-Rice will receive ordinary shares with a market value equal to 1.5% of the increase in the Company's total market capitalization since the grant date.
- Valuation Method: Market value and total market capitalization are determined based on the daily Volume Weighted Average Price (VWAP) for the five trading days immediately prior to the applicable anniversary.
- Change in Control: Payment is accelerated in the event of a change in control. This includes any person obtaining voting power exceeding 50.1%, the ability to appoint/remove a majority of the board, or the issuance of shares/securities exceeding the number outstanding at the announcement date.
The filing notes that this information is incorporated by reference into various registration statements (Forms F-3 and F-1).
Investor Verification Checklist
- Verify the current market capitalization of Naked Brand Group Limited to assess the potential value of the 1.5% incentive award.
- Review the Company's existing equity incentive plans to understand how this new award fits within total executive compensation.
- Monitor for any "change in control" events that would trigger the acceleration of this award.
- Confirm the specific registration statements (File Nos. 333-226192 through 333-256258) where this disclosure is incorporated by reference.