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): April 30, 2015
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 |
|
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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 30, 2015, Tuesday Morning Corporation (the “Company”) announced that its Board of Directors appointed Melissa Phillips to the newly created offices of President and Chief Operating Officer of the Company, effective April 30, 2015.
Ms. Phillips, age 39, joined the Company as Executive Vice President, General Merchandise Manager in April 2014. Prior to joining the Company, Ms. Phillips served as General Manager of Home Decorators Collection, a division of The Home Depot, Inc., one of the nation’s largest home improvement specialty retailers, from August 2009 until April 2014. In this capacity, Ms. Phillips had responsibility for the overall operations of the Home Decorators Collection business. From April 2007 until May 2009, Ms. Phillips held various executive positions with Smith & Hawken, a retailer of garden lifestyle products, including Senior Vice President, Business to Business and Senior Vice President, Merchandising. Prior to joining Smith & Hawken, Ms. Phillips served in various roles with Wal-Mart Stores, Inc. from August 1998 until April 2007, including Divisional Merchandise Manager, Outdoor Living and Senior Buyer, Home Textiles.
Ms. Phillips’ annual base salary will be $410,000. Under the Company’s Management Incentive Plan (the “Plan”), Ms. Phillips may earn a target cash bonus of 50% of her base salary. The amount earned under the Plan may be modified downward by 25% by the Company’s Compensation Committee (the “Committee”) based on the Committee’s assessment of Ms. Phillips’ individual performance. In connection with her promotion, Ms. Phillips will also receive a promotional equity grant valued at $150,000 on the date of grant. The grant will be a mix of non-qualified stock options and restricted stock awards that will vest ratably over four years. Ms. Phillips will continue to be entitled to standard employee benefits generally offered to the Company’s employees.
Ms. Phillips has not engaged in any transactions with the Company or its subsidiaries that are required to be disclosed under Item 404(a) of Regulation S-K, nor have any such transactions been proposed.
Item 7.01. Regulation FD Disclosure.
On April 30, 2015, the Company issued a press release announcing Ms. Phillips’ appointment as President and Chief Operating Officer of the Company. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished in this Item 7.01 — “Regulation FD Disclosure” of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit |
|
Description |
|
|
|
|
|
99.1 |
|
Press Release of Tuesday Morning Corporation dated April 30, 2015 |
SIGNATURES
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 30, 2015 |
By: |
/s/Meredith W. Bjorck |
|
|
|
Meredith W. Bjorck |
|
|
|
Senior Vice President, General Counsel and Secretary |
Exhibit 99.1
FOR IMMEDIATE RELEASE
|
|
CONTACT: |
Jeffrey N. Boyer |
|
|
|
Chief Financial Officer and |
|
|
|
Chief Administrative Officer |
|
|
|
TUESDAY MORNING CORPORATION |
|
|
|
972-934-7189 |
|
|
|
|
|
|
MEDIA: |
Jonathan Morgan/Jennifer Sanders |
|
|
|
PERRY STREET COMMUNICATIONS |
|
|
|
214-965-9955 |
Tuesday Morning Corporation Appoints Melissa Phillips President and Chief Operating Officer
DALLAS, April 30, 2015 — Tuesday Morning Corporation (Nasdaq:TUES), a leading off-price retailer with over 750 stores across the United States specializing in selling deeply discounted, upscale decorative home accessories, housewares, seasonal goods and famous-maker gifts, today announced that Melissa Phillips, who currently serves as Executive Vice President and General Merchandise Manager, has been promoted to the newly-created position of President and Chief Operating Officer (COO), effective April 30, 2015. In this role, Ms. Phillips will be directly responsible for merchandising, store operations and marketing, and will report directly to Chief Executive Officer Michael Rouleau.
Mr. Rouleau stated, “Since joining Tuesday Morning last year, Melissa has reinvigorated the Company’s merchandising strategy by re-establishing first-rate vendor relationships and building a focused and aggressive buying team. Melissa’s proven leadership, commitment and industry expertise make her an ideal choice to lead our operations and serve as President for Tuesday Morning as we focus on our rebuilding efforts and beyond.”
Ms. Phillips added, “I have been honored to serve on Tuesday Morning’s leadership team this past year, and while we have made admirable progress, considerable work remains. Specifically, ensuring strong integration between our merchandising, marketing and store operating disciplines. I look forward to my new responsibilities and to working with all of my Tuesday Morning colleagues to build the Company for long-term success.”
About Melissa Phillips
Ms. Phillips has over 15 years of buying and retail experience with national and global retailers. From 2009-2014, she served as General Manager for the Home Decorators Collection (“HDC”) at The Home Depot, one of the nation’s largest direct sellers of home décor. In this capacity, Ms. Phillips had responsibility for overall operations of the HDC business including merchandising, marketing, finance, planning, stores and website. Ms. Phillips also led the integration of the HDC business after its acquisition by Home Depot, including developing a business model for a new HDC retail format and opening the first new concept store.
Prior to her experience at HDC, Ms. Phillips served as Senior Vice President for Smith & Hawken where she managed the merchandising and planning teams responsible for the store and website merchandising strategy. In addition to these areas, she was also responsible for the management of the licensed brand that included the design, product mix and brand standards for the Smith & Hawken brand in 1500 Target stores.
Ms. Phillips began her career at Wal-Mart stores in 1998, and during a nearly 10-year tenure assumed positions of increasing responsibility. This included Divisional Merchandise Manager for Outdoor Living, where she was responsible for a team of buyers managing a multi-billion dollar lawn and garden business. Earlier at Wal-Mart, she also served as a senior buyer in home textiles.
About Tuesday Morning
Tuesday Morning Corporation (NASDAQ: TUES) is a leading off-price retailer specializing in selling deeply discounted, upscale decorative home accessories, housewares, seasonal goods and famous-maker gifts. The Company is nationally known for providing a fresh selection of brand name, high-quality merchandise — never seconds or irregulars — at prices well below those of department and specialty stores, catalogues and online retailers. Based in Dallas, Texas, the Company opened its first store in 1974 and currently operates over 750 stores in 41 states. More information and a list of store locations may be found on our website at www.tuesdaymorning.com.
###