UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) ~~of the~~

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~January~~March 2514, 2017

THE GYMBOREE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware

000-21250

94-2615258

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

500 Howard Street, San Francisco, CA

94105

(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 2.02 Results of Operations and Financial Condition.

On March 14, 2017, The Gymboree Corporation (the “Company”) issued an earnings release announcing its financial results for the 13 weeks ended January 28, 2017. A copy of the earnings release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

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

(da) ~~Election~~and (b) Departure of ~~Director~~Chairman and Chief Executive Officer

~~Effective~~On ~~as of January~~March 2514, 2017, ~~The Gymboree Corporation (~~the “Company”)’s ~~elected~~Chief ~~John~~Executive ~~Belitsos~~Officer toand ~~serve~~Chairman onof the ~~Company’s~~ Board of Directors, ~~(the~~Mark ~~“Board”)~~Breitbard, inannounced ~~accordance~~his resignation ~~with~~as ~~the~~a ~~Company’s~~director ~~bylaws.~~and ~~Mr. Belitsos~~Chief ~~has~~Executive ~~not~~Officer ~~been~~of ~~appointed~~the toCompany, ~~and~~effective isApril 3, ~~not~~2017, ~~currently~~in ~~expected~~order to bepursue ~~appointed~~other opportunities. Pursuant to, ~~any~~his ~~committees~~amended ofand ~~the~~restated ~~Board.~~employment ~~Mr. Belitsos~~agreement, iswhich awas ~~Principal~~entered ~~at Bain~~into ~~Capital~~in ~~Private~~connection ~~Equity,~~with LPhis previously ~~and~~announced ~~will~~transition, ~~not~~Mr. Breitbard will receive his accrued but unpaid compensation ~~for~~upon his ~~service~~termination onof ~~the Board~~employment.

~~The Company will enter into a standard~~(c) ~~form~~Appointment of ~~indemnification~~Interim ~~agreement~~Chief ~~with~~Executive ~~Mr. Belitsos~~Officer; pursuant to which the Company will, among other things, indemnify Mr. Belitsos for certain expenses, including attorneys’ fees, judgments, penalties, fines and settlement amounts actually and reasonably incurred by him in any action or proceeding arising out of his service as a member of the Board, or service to any of the Company, its subsidiaries or any other company or enterprise to which he provide services at the Company’s request, in accordance with the terms of such indemnification agreement.

~~Except~~On asMarch 14, ~~described herein~~2017, ~~there are no existing or currently proposed transactions to which~~ the Company orappointed ~~any~~Mark ofWeikel as its ~~subsidiaries~~interim isChief Executive aOfficer, ~~party~~effective ~~and~~April 3, in2017. ~~which~~ Mr. ~~Belitsos~~Weikel ~~has~~currently aserves ~~direct~~on orthe ~~indirect~~board ~~material~~of ~~interest.~~directors ~~There~~of ~~are~~the noCompany ~~arrangements~~and orits ~~understandings~~parent, ~~between~~Giraffe Holding, Inc. Mr. ~~Belitsos~~Weikel ~~and~~is ~~any other~~61 ~~person~~years ~~pursuant to which he was selected as a director~~old.

Mr. Weikel has been a director on the Company’s board of directors and the board of directors of Giraffe Holding, Inc. (ethe Company’s parent) ~~Compensatory~~since ~~Arrangement~~November ~~with~~2014, and will continue in those roles while serving as the Company’s interim Chief Executive Officer. Mr. Weikel has served as a Senior Business Advisor at Luxottica Group SpA from April 2014 to December 2014. Mr. Weikel was President and Chief Executive Officer of Retail Optical North America at Luxottica Group SpA from January 2013 to March 2014. Mr. Weikel served as President and General Manager of Lenscrafters at Luxottica Group SpA from January 2011 until January 2013. Mr. Weikel provided oversight and leadership to the finance, planning and allocation, business planning and operations, sourcing and production, human resources, brand marketing, visual merchandising, product/merchandising and stores functions in his roles at Luxottica Group SpA. Mr. Weikel has been a member of the Board of Directors of The Magic House since 2016. Mr. Weikel has been a member of the board of directors of Tractor Supply Company since February 2014, and serves on its compensation committee and audit committee. Mr. Weikel has also served on the board of OneSight, a non-profit organization, since 2011. Prior to that time, Mr. Weikel also served as the Chief Operating Officer of Lord & Taylor, the President and Chief Operating Officer of Victoria’s Secret Stores, and in several positions within the May Department Stores, include as the Chairman for Foley’s Department Stores.

In connection with ~~Mark~~his ~~Breitbard~~service on the Company’s ~~previously~~board ~~announced~~of ~~transition~~directors, the Company ~~and~~previously ~~its~~entered ~~indirect~~into ~~parent~~an indemnification ~~company,~~agreement ~~Giraffe~~with ~~Holding Inc~~Mr. Weikel, ~~entered~~ ~~into~~which anwould ~~amended~~require ~~and~~the ~~restated~~Company ~~employment~~to ~~agreement~~indemnify ~~with~~him ~~Mr. Breitbard.~~against ~~Pursuant~~certain toliabilities ~~the~~that ~~agreement,~~may ~~effective~~arise asin ofconnection ~~February 1,~~with ~~2017,~~his ~~Mr. Breitbard~~status ~~will~~or ~~serve~~service as ~~the~~a ~~Chairman~~director. ofThis ~~the~~agreement ~~Board and~~ will also ~~continue~~apply to ~~serve~~him with respect to his service as an officer of the Company’s. ~~Chief~~The ~~Executive~~indemnification ~~Officer,~~agreement ~~until~~also ~~the~~would ~~earliest~~provide for an advancement of ~~November 30,~~expenses ~~2017,~~incurred by Mr. ~~Breitbard’s~~Weikel ~~death,~~in ~~disability,~~connection ~~termination~~with ofany ~~employment~~proceeding byrelating ~~the~~to ~~Company~~his ~~with~~status oras ~~without~~a ~~cause,~~director Mror officer. ~~Breitbard~~ The Company’s ~~voluntary~~form ~~resignation~~of orindemnification ~~the date~~agreement onwas ~~which~~filed awith ~~new~~the ~~Chief~~SEC ~~Executive~~as ~~Officer~~Exhibit 10.1 ~~commences~~to ~~employment~~the Form 8-K filed with the ~~Company~~SEC ~~(the~~on ~~“Transition~~March 24, ~~Date”)~~2015.

During the term of the agreement, Mr. Breitbard will receive a base salary at an annualized rate of $867,000 for his services as our Chief Executive Officer, which will continue to be paid in accordance with the Company’s normal and customary payroll procedures. For his services as Chairman of the Board, he will also receive a monthly payment of $50,000 (~~the “Chairman Retainer”~~e). ~~Mr. Breitbard~~Compensatory ~~will~~Arrangement be eligible for a cash bonus for the bonus period that ended on January 29, 2017, but not for periods thereafter. In lieu of his eligibility to receive a bonus for the bonus period beginning on January 30, 2017, and to retain Mr. Breitbard’s services during the term of the agreement, Mr. Breitbard will receive a service payment of $100,000 during each month of the term (each, a “Service Payment”). Upon the earlier of the Transition Date or the date Mr. Breitbard’s employment is terminated without cause, subject to his execution of a release in favor of the Company and compliance with ~~restrictive~~Interim covenants in his agreement, (i) if the Company has not paid him at least six monthly Chairman Retainer payments, the Company will pay him a lump sum equal to $300,000 minus the aggregate amount of all Chairman Retainer payments received by him (provided that he will also receive this amount if the Company terminates his services as Chairman during the term but he continues to serve as Chief Executive Officer), (ii) the Company will pay him the balance of any Service Payments that would otherwise have been made through November 30, 2017 and (iii) if he timely elects COBRA coverage, the Company will reimburse him for the full cost of COBRA premiums for 18 months after the date of his termination of employment.

~~SIGNATURE~~In connection with Mr. Weikel’s appointment as the Company’s interim Chief Executive Officer, the Company and Mr. Weikel agreed to the terms of his employment on March 14, 2017.

Pursuant to the ~~requirements~~term ofsheet ~~the~~signed ~~Securities~~by ~~Exchange~~Mr. Weikel ~~Act~~and ofthe ~~1934~~Company, for the ~~registrant~~two ~~has~~months ~~duly~~following ~~caused~~April 2, ~~this~~2017, ~~report~~Mr. Weikel towill serve as our interim Chief Executive Officer. The initial term of his employment may be ~~signed~~extended in one month increments on ~~its~~the ~~behalf~~same byterms. Mr. Weikel will be paid $100,000 per month as full compensation for his duties during the ~~undersigned~~employment ~~hereunto~~period. ~~duly~~Mr. Weikel ~~authorized~~will also be entitled to reimbursement for all reasonable business expenses, including travel and lodging expenses incurred in connection with his duties during the employment period.

Either party may terminate Mr. Weikel’s employment upon five business days’ notice. No compensation will be payable to Mr. Weikel upon any termination of his employment, other than compensation that is accrued but unpaid as of the termination date.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


No.		Description

99.1		Earnings release of The Gymboree Corporation dated March 14, 2017.

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.

EXHIBIT INDEX


No.		Description

99.1		Earnings release of The Gymboree Corporation dated March 14, 2017.

THE GYMBOREE CORPORATION

Date: January 31, 2017

/s/ ANDREW NORTH

Name: ANDREW NORTH

Title: Chief Financial Officer

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