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): June 6, 2014



(Exact Name of Registrant as Specified in its Charter)



Delaware 000-21250 94-2615258

(State or Other Jurisdiction of


(Commission File Number)

(I.R.S. Employer

Identification No.)


500 Howard Street, San Francisco, CA


(Address of Principal Executive Offices, Including Zip Code)


(415) 278-7000

(Registrant’s Telephone Number, Including Area Code)




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:


¨ 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))




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


On June 6, 2014, The Gymboree Corporation (the “Company”) elected Lewis Klessel to the Company’s board of directors where he will serve on the audit committee. Mr. Klessel is a managing director at Bain Capital. On the same date, Yvonne Hao resigned as a director of the Company.


Mr. Klessel was elected to the board of directors of the Company pursuant to the terms of the Amended & Restated Stockholders Agreement dated as of December 23, 2011, by and among Giraffe Holding, Inc., Giraffe Intermediate A, Inc., Giraffe Intermediate B, Inc., The Gymboree Corporation and the Investors, Other Investors and Managers named therein. The information set forth in the Company’s annual report on Form 10-K for the fiscal year ended February 1, 2014 under Item 13 (“Certain Relationships and Related Transactions, and Director Independence”) is incorporated by reference herein.






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.




Date: June 6, 2014      
  By: /s/Mark Breitbard
    Name: Mark Breitbard
       Title: Chief Executive Officer