UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 30, 2020 (
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name of Registrant as specified in its charter, Address of principal executive offices and Telephone number |
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(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:
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) |
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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:
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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 June 28, 2020, the board of directors (collectively, the “Board”) of HD Supply Holdings, Inc. (“Holdings”) and HD Supply, Inc. (collectively, the “Company”) appointed Milford W. McGuirt to serve as a member of the Company’s Board until the next annual meeting of stockholders and until his successor is elected and duly qualified. The Board has determined that Mr. McGuirt is an independent director under the applicable independence requirements of the Nasdaq Stock Market and the Securities Exchange Act of 1934. The Board also appointed Mr. McGuirt to serve as a member of the Board’s Audit and Nominating and Corporate Governance Committees and designated him as an “audit committee financial expert” as such term is defined by Item 407(d)(5)(ii) of Regulation S-K. In connection with Mr. Mr. McGuirt’s appointment, the Board increased the size of the Board from nine to ten members.
Milford W. McGuirt, age 63, served as managing partner of the Atlanta office and mid-south region of KPMG from January 2015 until his retirement in September 2019. As managing partner, Mr. McGuirt was responsible for overseeing the delivery of high-quality client services, attracting and retaining key professional resources, execution of a growth and market expansion strategy, and representing the firm in the marketplace and community. He served as KPMG’s national audit sector leader and national industry leader for the firm’s higher education practice from 2009 through 2015 and served in accounting and audit roles of increasing responsibility with KPMG from 1986 through 2019. Prior to joining KPMG in 1986, he served as audit manager for Coopers Lybrand from 1978 through 1986. He has served on the Executive Committee and Treasurer for the Metro Atlanta Chamber of Commerce, Audit Committee Chair of the Woodruff Arts Center and Board Chair for the Commerce Club and the Georgia Partnership for Excellence in Education. He received a Bachelor of Business Administration in Accounting from Western Michigan University and is a Certified Public Accountant. Mr. McGuirt brings to the board significant operational experience, as well as extensive accounting and auditing, with more than 41 years of experience in public accounting and audit services to a wide range of public and private companies across a variety of industries, including 29 years of experience leading audits, audit practices, and overseeing teams leading audits.
Mr. McGuirt will participate in Holdings’ standard outside director compensation program, filed as Exhibit 10.3 to the HD Supply Holdings, Inc. (File No. 001-35979) and HD Supply, Inc. (File No. 333-159809) quarterly report on Form 10-Q filed on September 6, 2017, including a pro-rated annual equity retainer based on the date he joined Holdings’ board of directors, under the same terms and conditions as provided in the form of Director Restricted Stock Unit Agreement filed as Exhibit 10.57 to Holdings’ registration statement on Form S-1/A filed on June 13, 2013. Mr. McGuirt will enter into the Company’s standard form of indemnification agreement.
There are no family relationships between Mr. McGuirt and any officer or other director of the Company. There are no related party transactions between Mr. McGuirt and the Company that would be reportable under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. McGuirt and any other person pursuant to which he was selected as a director. There are no agreements or arrangements between third parties and Mr. McGuirt that provide for compensation or other payment in connection with his Board service.
Item 7.01 Regulation FD Disclosure
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description of Exhibit | ||
99.1 | Press Release “HD Supply Holdings, Inc. Announces New Board Member and Conclusion of SEC Investigation” | ||
104 | Data File (embedded within the inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 30, 2020 | HD Supply Holdings, Inc. | |
By: | /s/ Dan S. McDevitt | |
Dan S. McDevitt | ||
General Counsel and Corporate Secretary |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 30, 2020 | HD Supply, Inc. | |
By: | /s/ Dan S. McDevitt | |
Dan S. McDevitt | ||
General Counsel and Corporate Secretary |
Exhibit 99.1
Investor and Media Contact:
Charlotte McLaughlin
HD Supply Investor Relations
770-852-9100
InvestorRelations@hdsupply.com
Charlotte.McLaughlin@hdsupply.com
HD Supply Holdings, Inc. Announces New Board Member
And Conclusion of SEC Investigation
Atlanta, GA – June 29, 2020 – HD Supply Holdings, Inc. (NASDAQ: HDS), one of the largest industrial distributors in North America, today announced the appointment of Milford W. McGuirt to serve as a member of the Company’s Board of Directors. Mr. McGuirt was appointed on June 28, 2020, and will serve as a member of the Audit and Nominating and Corporate Governance Committees.
"We are excited to welcome Milford to our board of directors. Milford brings a tremendous performance track record and decades of financial, operational and community leadership to the team,” said Joe DeAngelo, Chairman and CEO of HD Supply.
Mr. McGuirt, served as managing partner of the Atlanta office and mid-south region of KPMG until his retirement. He additionally served as KPMG’s national audit sector leader and national industry leader for the firm’s higher education practice. He has served on the Executive Committee and was Treasurer for the Metro Atlanta Chamber of Commerce, Audit Committee Chair of the Woodruff Arts Center and Board Chair for the Commerce Club and the Georgia Partnership for Excellence in Education. Mr. McGuirt has more than 41 years of experience in public accounting and audit services to a wide range of public and private companies across a variety of industries, including 29 years of experience leading audits, audit practices, and overseeing teams leading audits.
Conclusion of Previously-Disclosed SEC Investigation
On June 24, 2020 the Company received a letter from the staff of the Atlanta Regional office (“the staff) of the U.S. Securities and Exchange Commission (“Commission”) confirming that the staff has completed its investigation of HD Supply Holdings, Inc. and, based upon the information the Staff has currently, does not intend to recommend to the Commission that an enforcement action be brought against the Company.
About HD Supply
HD Supply (www.hdsupply.com) is one of the largest industrial distributors in North America. The company provides a broad range of products and value-add services to approximately 500,000 customers with leadership positions in the maintenance, repair and operations and specialty construction sectors. Through approximately 270 branches and 44 distribution centers in the U.S. and Canada, the company's more than 11,000 associates provide localized, customer-tailored products, services and expertise.
Forward-Looking Statements
This press release includes "forward-looking statements". Forward-looking statements are based on management's beliefs and assumptions and information currently available to management and are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that the forward-looking information presented in this press release is not a guarantee of future results, and that actual results may differ materially from those made in or suggested by the forward-looking information contained in this press release. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "plan," "seek," "comfortable with," "will," "expect," "intend," "estimate," "anticipate," "believe" or "continue" or the negative thereof or variations thereon or similar terminology. A number of important factors could cause actual events to differ materially from those contained in or implied by the forward-looking statements, including, without limitation, unexpected changes in the Commission’s intentions or adverse outcomes with respect to future actions of governmental bodies, which cannot be predicted and could change rapidly, and those "Risk factors" in our annual report on Form 10-K, for the fiscal year ended February 2, 2020, filed on March 17, 2020 and those described from time to time in our, and HD Supply, Inc.'s, other filings with the U.S. Securities and Exchange Commission (the “SEC”). Any forward-looking information presented herein is made only as of the date of this press release, and we do not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.
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