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): March 26, 2019

 


 

TUESDAY MORNING CORPORATION

(Exact name of registrant as specified in charter)

 


 

Delaware

 

 0-19658

 

75-2398532

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

6250 LBJ Freeway
Dallas, Texas

 

75240

(Address of principal executive offices)

 

(Zip Code)

 

(972) 387-3562

 

(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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 o

 

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. o

 

 

 


 

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

 

On March 26, 2019, the Board of Directors (the “Board”) of Tuesday Morning Corporation (the “Company”), upon recommendation of the Nominating and Governance Committee of the Board, increased the size of the Board by one member and elected Reuben E. Slone to serve as a director of the Company, both effective June 1, 2019.  Mr. Slone was elected to serve until his term expires at the Company’s next annual meeting of stockholders to be held in November 2019 and until his successor is duly elected and qualified, or until his earlier death, resignation, retirement or removal.  There are no understandings or arrangements between Mr. Slone and any other person pursuant to which he was selected to serve as a director of the Company and there are no reportable transactions under Item 404(a) of Regulation S-K.

 

Mr. Slone will receive compensation for his service on the Board in accordance with the Company’s standard compensatory arrangements for non-employee directors as described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on October 19, 2018.

 

Item 9.01                                           Financial Statements and Exhibits.

 

(d)                                 Exhibits.

 

99.1

 

Press Release dated April 1, 2019

 

2


 

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.

 

 

TUESDAY MORNING CORPORATION

 

 

Date: April 1, 2019

By:

/s/ Bridgett C. Zeterberg

 

 

Bridgett C. Zeterberg

 

 

Executive Vice President, Human Resources, General
Counsel and Corporate Secretary

 

3


Exhibit 99.1

 

 

 

FOR IMMEDIATE RELEASE

 

 

 

INVESTOR RELATIONS:

 

Farah Soi / Caitlin Morahan

 

 

 

 

 

ICR

 

 

 

 

 

203-682-8200

 

 

 

 

 

Farah.Soi@icrinc.com

 

 

 

 

 

Caitlin.Morahan@icrinc.com

 

 

 

MEDIA:

 

Blynn Austin

 

 

 

 

 

PERRY STREET COMMUNICATIONS

 

 

 

 

 

214-965-9955

 

 

 

 

 

BAustin@perryst.com

 

TUESDAY MORNING CORPORATION

 

ANNOUNCES NEW BOARD MEMBER

 

DALLAS, TX — April 1, 2019 — Tuesday Morning Corporation (NASDAQ: TUES), a leading off-price retailer with nearly 710 stores across the United States specializing in selling deeply-discounted, upscale decorative home accessories, housewares, seasonal goods and famous-maker gifts, announced today that Reuben Slone, a supply chain industry veteran with over 15 years of retail experience, has been appointed as a director of the board, effective June 1, 2019.

 

“On behalf of the Board of Directors and the Tuesday Morning Management Team, I am pleased to welcome Reuben Slone to our board,” said Terry Burman, Chairman of the Board of Tuesday Morning.  “Reuben’s supply chain and industry knowledge makes him uniquely qualified to contribute to Tuesday Morning as we begin the next phase of our supply chain repositioning. Reuben’s supply chain experience supports our plans for long term growth and shareholder value.”

 

Mr. Slone is a seasoned supply chain executive with experience across multiple consumer-facing industry sectors at best-in-class companies. Mr. Slone presently holds the position of Executive Vice President, Supply Chain at Advance Auto Parts, Inc. (NYSE: AAP) and sat on the Board of Advance from 2016 — 2018.  Previous to Advance, Mr. Slone was Senior Vice President, Supply Chain at Walgreens, and earlier in his career held leadership positions at Office Max, Whirlpool, General Motors and Federal Mogul.

 


 

Commenting on his appointment, Mr. Slone said, “I am delighted to assume the role of director at Tuesday Morning at such an important point in their growth initiative.  I am looking forward to working with Tuesday Morning’s management to support their long term growth plan to create shareholder value.”

 

About Tuesday Morning

 

Tuesday Morning Corporation (NASDAQ: TUES) is one of the original off-price retailers specializing in name-brand, high-quality products for the home, including upscale home textiles, home furnishings, housewares, gourmet food, toys and seasonal décor, at prices generally below those found in boutique, specialty and department stores, catalogs and on-line retailers.  Based in Dallas, Texas, the Company opened its first store in 1974 and currently operates approximately 710 stores in 40 states.  More information and a list of store locations may be found on the Company’s website at www.tuesdaymorning.com.

 

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