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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant     ý                        Filed by a Party other than the Registrant     o

Check the appropriate box:

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31003400 Cumberland Boulevard, Atlanta, Georgia 30339

March 31, 201730, 2018

Dear Stockholder:

          It is my pleasure to invite you to attend HD Supply Holdings, Inc.'s annual meeting of stockholders to be held at 11:00 a.m. (Eastern Daylight Time) on May 17, 2017.2018. The meeting will be held at HD Supply's headquarters, located at Cumberland Center II, 31003400 Cumberland Boulevard, Atlanta, Georgia 30339.

          The accompanying notice of meeting and proxy statement contain important information, including a description of the business that will be acted upon at the meeting, as well as the voting procedures and general information about the meeting. At the meeting, management will be available to respond to any questions you may have regarding the Company's performance and operations or to other questions you may have.

          Your vote is important. Whether you plan to attend the annual meeting or not, you may access electronic voting via the Internet, which is described on your enclosed proxy card, or, if you received a proxy card by mail, you may sign, date and return the proxy card in the envelope provided. If you plan to attend the annual meeting you may vote in person. Returning the proxy does not deprive you of your right to attend the annual meeting and vote your shares in person for the matters acted on at the meeting.

          Registration and seating will begin at 10:00 a.m. (Eastern Daylight Time). Each stockholder will be asked to present an admittance ticket (the Notice of Internet Availability that you received by mail) and valid government-issued picture identification. Stockholders holding stock in brokerage accounts will need to bring a copy of a brokerage statement reflecting stock ownership as of the March 20, 201721, 2018 record date. Cameras and recording devices are not permitted at the meeting. All bags, briefcases, and packages will be held at registration and will not be allowed in the meeting.

          Thank you for your support of HD Supply. We look forward to seeing you at the annual meeting.

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31003400 Cumberland Boulevard, Atlanta, Georgia 30339

NOTICE OF 20172018 ANNUAL MEETING OF STOCKHOLDERS

          Your vote is important. Please vote as soon as possible via the Internet or, if you received a proxy card by mail, by signing and returning the proxy card. Instructions for your voting options are described on the proxy card.

Atlanta, Georgia
March 31, 201730, 2018

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          HD SUPPLY HOLDINGS, INC.

31003400 Cumberland Boulevard, Atlanta, Georgia 30339

          This summary highlights information contained elsewhere in this proxy statement. It does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

20172018 Annual Meeting Information:

Items of Business:

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20162017 Company Performance Results

          Despite a challenging year, HD Supply Holdings, Inc. (the "Company") achieved the following strong performance results in fiscal 2016:2017:

•

Net sales increased $316$302 million, or 4.4%,6.3% as compared to fiscal 20152016

•

Net income decreased $1,276increased $774 million to $970 million for fiscal 2017, as compared to $196 million for fiscal 2016 as compared to $1,472 million for fiscal 2015

•

Gross profit increased $143$108 million, or 6%5.6%, as compared to fiscal 20152016

•

Gross profit as a percent of net sales was updown approximately 5020 basis points, as compared to fiscal 20152016

•

Net income per diluted share decreased $6.34increased $4.04 to $0.97,$5.01, as compared to $7.31$0.97 for 20152016

•

Operating income increased 7.3%7.6%, as compared to fiscal 20152016

•

Adjusted net income per diluted shares was $2.63$2.31 for fiscal 2016,2017, as compared to $1.74$1.50 for fiscal 20152016

•

Adjusted EBITDA increased $45$51 million, or 5.1%7.5%, as compared to fiscal 20152016

•

Adjusted net income increased 51.6%48.0%, as compared to fiscal 20152016

•

Working capital as a percentage of sales, excluding the impact of discontinued operations, and excluding cash and cash equivalents, increased $99$83 million from January 31, 201629, 2017 to January 29, 201728, 2018

•

Total stockholder return for fiscal 20162017 was 62.5%(7.1)%

•

A portion of the total stockholder return was attributable to $33$584 million in share repurchases during the year

          In addition to the above performance highlights, the Company accomplished significant debt reduction and ongoing interest savings objectives during the year. We refinancedIn December 2017, we reduced the U.S. borrowing capacity on our $1,000Senior ABL Facility by $500 million. In September 2017, we used a portion of the net proceeds from the sale of our Waterworks business to redeem all of the outstanding $1,250 million aggregate principal 11.5% October 2012of our 5.25% Senior UnsecuredSecured First Priority Notes due 2020 with $1,000 million aggregate principal 5.75%2021. In April 2016 Senior Unsecured Notes due 2024. In October 2016,2017, we refinanced our $1,275 million aggregate principal 7.5% February 2013 Senior Unsecured Notes with proceeds from issuance of $550 million aggregate principal term loans, availableused cash and available borrowings under the Senior ABL Facility.Facility to repay $100 million aggregate principal of our Term B-1 Loans. Debt refinancing activities in fiscal 20162017 will reduce cash interest payments by approximately $122.5$75 million annually.

          The Company supplements its reporting of net income with non-GAAP measurements, including adjusted EBITDA, adjusted net income (loss), adjusted net income per diluted share and net debt. This supplemental information should not be considered in isolation or as a substitute for the GAAP measurements. Additional information regarding adjusted EBITDA, adjusted net income and adjusted net income per diluted share referred to herein, including a reconciliation, if available, to the most comparable GAAP measure, is included under Management's Discussion and Analysis of Financial Condition and Results of Operations – Key Business Metrics – Adjusted EBITDA and Adjusted Net Income (Loss) in the annual report on Form 10-K filed by the Company on March 14, 2017.13, 2018.

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          In terms of relative performance, the Company's total stockholder return on a 1-year and 3-year basis has been superior to the Company's industry peers (executive compensation peer group companies):

1 year Total Shareholder Return (as of 12/31/2016)		3 year Total Shareholder Return (as of 12/31/2016)

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Corporate Governance Highlights

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Proposal 1 – Amendment to Certificate of Incorporation and Bylaws to Declassify the Board of Directors

          The board is asking you to approve an amendment to the Company's Second Amended and Restated Certificate of Incorporation ("Certificate of Incorporation") and the Company's Third Amended and Restated By-Laws (the "Bylaws") to declassify our board and allow for the annual election of directors. For more information see pages 67-68.

Proposal 2 – Director Election

General

          The Company currently has nine directors divided into three classes: two directors in Class I, four directors in Class II, and three directors in Class III. The term of office of the Class II directors expires at the Annual Meeting. The Nominating and Corporate Governance Committee reviewed the qualifications, performance and circumstances of each incumbent Class II director. After completing its review, the Committee proposed all incumbent Class II directors for re-election. The board approved the Committee's recommendation regarding the Class II incumbent directors. The education and professional history of the four Class II nominees are provided below.

Class II Election

          The four nominees for election as Class II directors are listed below. If our stockholders approve the proposed amendment of our Certificate of Incorporation and Bylaws (see Proposal 1 on pages 67-68) by the requisite vote at the Annual Meeting, then the proposed amendment will become effective immediately upon the filing of the proposed amendment with the office of the Secretary of State of the State of Delaware, which we intend to do during the course of the Annual Meeting, and will apply to the election of directors at the Annual Meeting. If the proposed amendment is approved:

•

at the Annual Meeting, the Class II directors whose term expires the Annual Meeting will stand for election for terms of one year (a term that expires at the 2019 annual meeting of stockholders);



•

at the 2019 annual meeting of stockholders, Class II directors elected at the Annual Meeting, as well as the Class III directors whose term expires at the 2019 annual meeting of stockholders, will stand for election for terms of one year (a term that expires at the 2020 annual meeting of stockholders); and



•

at the 2020 annual meeting of stockholders in 2020, the board will cease to be classified and all directors will be elected to serve terms expiring upon the next annual meeting of stockholders following their election and until their respective successors are elected and qualify.

          If the proposed amendment is not approved by the stockholders of the Company by the requisite vote at the Annual Meeting, the Company will continue to have a classified board as currently provided for in the Company's Certificate of Incorporation and Bylaws, and, if elected, the nominees will serve for a three-year term and until their successors are elected and qualify.

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Proposal 1 – Director Election

General

          The Company currently has ten directors divided into three classes: four directors in Class I and three directors in each of Class II and Class III. The term of office of the Class I directors expires at the Annual Meeting. The Nominating and Corporate Governance Committee reviewed the qualifications, performance and circumstances of each incumbent Class I director. After completing its review, the Committee proposed all incumbent Class I directors for re-election except for John W. Alden. Having reached the mandatory retirement age of 75 provided by our Corporate Governance Guidelines, Mr. Alden will not stand for reelection to the board and will retire upon the expiration of his current term at the Annual Meeting. The board approved the Committee's recommendation regarding the Class I incumbent directors. The education and professional history of the three Class I nominees are provided below.

Class I Election

          The three nominees for election as Class I directors are listed below. If elected, the nominees for election as Class I directors will serve for a term of three years and until their successors are elected and qualify.          If you sign and return the accompanying proxy card, your shares will be voted for the election of the three Class III nominees recommended by the board of directors unless you choose to withhold from voting for any of the nominees. If for any reason any nominee is unable to serve or will not serve, such proxies may be voted for a substitute nominee designated by the board of directors as the proxy holder may determine. The board is not aware of any nominee who will be unable to or will not serve as a director. There is no cumulative voting.

Class III Nominees

          A nominee must receive the vote of a plurality of the votes validly cast at the Annual Meeting represented either in person or by proxy at the Annual Meeting to be elected. Therefore, the threefour nominees who receive the most "FOR" votes (among votes properly cast in person, electronically or by proxy) will be elected. Notwithstanding such election, each of the threefour nominees for election as Class III directors has agreed to tender to the board his or her resignation as a director promptly following the certification of election results in the event such nominee receives a greater number of votes "withheld" from his or her election than votes "for" his or her election (see "Majority Voting Policy – Director Nominees" below for details regarding the board's majority voting policy). Proxies cannot be voted for a greater number of persons than the number of nominees named. The Class III nominees are as follows:

          Additional qualifications, experience, and other information about the threefour director nominees, as well as ourthe current boardmembers of directorsthe board who will continue to serve after the Annual Meeting, is provided on pages 21-24.17-21. There are no agreements or arrangements between third parties and any of our

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directors, including the nominees, which provide for compensation or other payment in connection with the director's candidacy or service as a director.

Majority Voting Policy – Director Nominees

          The full text of the board's majority voting policy for director nominees is set forth in the Company's Corporate Governance Guidelines, available on the corporate governance section of our investor relations website athttp://ir.hdsupply.com/governance.cfm.

          Each of the threefour nominees for election as Class III directors has agreed to tender to the board his or her resignation as a director promptly following the certification of election results in the event such nominee receives a greater number of votes "withheld" from his or her election than votes "for" his or her election (a "Majority Withheld Vote"). Neither abstentions nor broker non-votes are deemed to be votes for or withheld from a director's election. The Nominating and Corporate Governance Committee will consider any tendered resignation and recommend to the board whether to accept or reject it. The board will act on each tendered resignation, taking into account the Nominating and Corporate Governance Committee's recommendation, at its next regularly scheduled board meeting following the certification of the election results. The Nominating and Corporate Governance

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Committee, when making its recommendation, and the board, when making its decision, may consider any factors or other information that it considers appropriate, including, without limitation, the reasons (if any) given by stockholders as to why they withheld their votes, the qualifications of the tendering director, his or her contributions to the board and the Company, and the results of the most recent evaluation of the tendering director's performance by the Nominating and Corporate Governance Committee and other board members.

          The board will promptly and publicly disclose (1) its decision whether to accept or reject the director's tendered resignation, and (2) if rejected by the board, the board's reasons for rejecting the tendered resignation. Any director who tenders his or her resignation will not participate in the Nominating and Corporate Governance Committee recommendation or board action regarding whether to accept or reject the tendered resignation. If a director's tendered resignation is rejected by the board, the director will continue to serve for the remainder of his or her term and until his or her successor is duly elected, or his or her earlier death, resignation or removal. If a director's tendered resignation is accepted by the board, then the board, in its sole discretion, may fill any resulting vacancy or may decrease the number of directors comprising the board, in each case pursuant to the provisions of, and to the extent permitted by, the Company's Third Amended and Restated By-Laws (the "Bylaws").Bylaws.

          The board will consider as candidates for nomination for election or reelection to the board, or to fill vacancies and new directorships on the board, only those individuals who agree to tender, promptly following their election, reelection or appointment, an irrevocable resignation that will be effective upon (i) the occurrence of a Majority Withheld Vote for that director and (ii) acceptance of the tendered resignation by the board. Each of the Class III director nominees have signed such an irrevocable resignation.

Proposal 23 – Ratification of the Appointment of the Independent Registered Public Accounting Firm

          The board is asking you to ratify its appointment of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for the 20172018 fiscal year ending January 28, 2018.

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February 3, 2019. PricewaterhouseCoopers LLP has served as our independent registered public accounting firm since 2008. Set forth below is summary information with respect to the fees billed to us by PricewaterhouseCoopers LLP for services provided to us during the fiscal years ended January 29, 201728, 2018 and January 31, 2016.29, 2017. For more information, see pages 66-6764-66 and page 70.71.

Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation

          The advisory vote gives our stockholders the opportunity to express their views on our named executive officers' compensation, as disclosed in this proxy statement pursuant to Section 14A of the Securities and Exchange Act of 1934 (the "Exchange Act"). While the advisory vote is not binding on the Company, the board and Compensation Committee will take into account the result of the vote when determining future executive compensation arrangements.

          As described in detail in our Compensation Discussion and Analysis set forth below, a core objective of our executive compensation is to enable us to attract, to motivate and to retain talent. We believe that our executive compensation is aligned with pay-for-performance principals and aligns the named executive officer's long-term interests with those of our stockholders. For more information, please read our Compensation Discussion and Analysis beginning on page 41 for details about our executive compensation programs, including information about fiscal 2016 compensation of our named executive officers.

          The following table shows the compensation for the following individuals for fiscal 2016. For an explanation of the amounts in the table below, see the "Summary Compensation Table" on page 56 of this proxy statement.

Proposal 4 – Approval of Amended and Restated HD Supply Holdings, Inc. Omnibus Incentive Plan

          In March 2017, the board approved the Amended and Restated HD Supply Holdings, Inc. Omnibus Incentive Plan, subject to stockholder approval at the Annual Meeting. We are asking our stockholders to approve the plan, including the material terms of the performance goals under which performance-based grants are made, to satisfy the stockholder approval requirement under Section 162(m) of the Internal Revenue Code ("Section 162(m)") so that we may grant awards under the plan

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that satisfy the requirements for "qualified performance-based compensation" and that qualify for tax deductibility under Section 162(m).

          Equity compensation helps us attract and retain the best executive talent who are motivated by pay for performance and enables us to remain competitive for talent. Approval of the plan is critical to our ability to continue our compensation programs, which we believe are aligned with stockholder interests. Our three-year average burn or grant rate is 1.61%, compared to a 2.99% three-year average burn or grant rate for the Russell 3000 (capital goods) benchmark. The overhang from our equity awards is 2.8%, compared to an overhang for our peer group of 2.5% at the 25^th percentile; 3.5% at the 50^th percentile and 6.2% at the 75^th percentile. The plan authorizes an additional 8,335,779 million shares, plus the 6,664,221 million remaining authorized shares under the plan as of the record date, for a total of 15 million shares. The following chart provides the details of the share request:

          The requested shares should provide us with the ability to grant equity awards for approximately five years, at which time the plan must be resubmitted for stockholder approval under the requirements of Section 162(m). We have included provisions in the plan that we believe protect our stockholders' interests and promote effective corporate governance. For more information, see "Proposal 4 – Approval of Amended and Restated HD Supply Holdings, Inc. Omnibus Incentive Plan" on pages 72-83 of this proxy statement.

Proposal 5 – Approval of HD Supply Holdings, Inc. Annual Incentive Plan for Executive Officers

          In March 2017, the board approved the HD Supply Holdings, Inc. Annual Incentive Plan for Executive Officers, our annual cash bonus plan, subject to stockholder approval at the Annual Meeting. We are asking our stockholders to approve the plan, and the material terms of the performance goals under which bonus compensation is to be paid under the plan, to satisfy the stockholder approval requirement under Section 162(m). Stockholder approval will allow the plan to satisfy the requirements for "qualified performance-based compensation" that qualifies for tax deductibility under Section 162(m).

          Short-term cash bonus compensation helps us attract and retain the best executive talent who are motivated by pay for performance and enables us to remain competitive for talent. Approval of the plan is critical to our ability to continue our compensation programs that we believe are aligned with stockholder interests. For more information, see "Proposal 5 – Approval of HD Supply Holdings, Inc. Annual Incentive Plan for Executive Officers" on pages 84-88 of this proxy statement.

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20182019 Annual Meeting

          Pursuant to Rule 14a-8 under the Exchange Act, stockholder proposals submitted for inclusion in the proxy statement for our annual meeting of stockholders expected to be held in May 20182019 must be received by us by December 1, 2017.November 30, 2018. For more information, see page 89.72.

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Why am I receiving these proxy materials?

          The accompanying proxy materials have been furnished to you because the Company is soliciting your proxy to vote your shares at the Annual Meeting. This proxy statement describes issues on which we would like you to vote at our Annual Meeting. It also gives you information on these issues so that you can make an informed decision.

          The proxy materials include the notice and proxy statement for the Annual Meeting, our annual report on Form 10-K for the fiscal year ended January 29, 2017,28, 2018, the proxy card for the Annual Meeting, and directions on attending the Annual Meeting. The Company has made these proxy materials available to you by Internet or, upon your request, has delivered printed versions of these materials to you by mail, because you owned shares of Company common stock at the close of business on the March 20, 201721, 2018 record date.

          When you vote via the Internet, or by signing and returning the proxy card, you appoint Dan S. McDevitt and James F. Brumsey as your representatives at the Annual Meeting, with full power of substitution. They will vote your shares at the Annual Meeting as you have instructed them or, if an issue that is not on the proxy card comes up for vote, in accordance with their best judgment, and as permitted by applicable law. This way, your shares will be voted whether or not you attend the Annual Meeting. Even if you plan to attend the Annual Meeting, we encourage you to vote in advance via Internet, or if you received your proxy card by mail, by signing and returning your proxy card. If you vote via Internet, you do not need to return your proxy card.

Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

          In accordance with rules adopted by the U.S. Securities and Exchange Commission, the Company uses the Internet as the primary means of furnishing proxy materials to stockholders. Accordingly, the Company is sending a Notice of Internet Availability of Proxy Materials (the "Notice") to the Company's stockholders. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or how to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The Company encourages stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of its annual meetings and reduce the cost to the Company of physically printing and mailing materials.

Who is entitled to vote?

          Holders of our common stock at the close of business on March 20, 201721, 2018 are entitled to vote. March 20, 201721, 2018 is referred to as the record date. In accordance with Delaware law, a list of stockholders entitled to vote at the Annual Meeting will be available in electronic form at the place of the Annual Meeting on May 17, 2018 and will be accessible in electronic form for ten days before the meeting at our principal place of business, 3400 Cumberland Boulevard, Atlanta, Georgia 30339 between the hours of 9:00 a.m. and 5:00 p.m. Eastern Daylight Time.

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the Annual Meeting on May 17, 2017 and will be accessible in electronic form for ten days before the meeting at our principal place of business, 3100 Cumberland Boulevard, Atlanta, Georgia 30339 between the hours of 9:00 a.m. and 5:00 p.m. Eastern Daylight Time.

Each share of common stock is entitled to how many votes?

          Holders of common stock are entitled to one vote per share. On the record date, there were 201,728,780 shares of our common stock outstanding and entitled to vote.

How do I vote?

          If you are a registered stockholder, which means you hold your shares (including any restricted shares) in certificate form or through an account with our transfer agent, American Stock Transfer & Trust Company, LLC, you have the following options for voting before the Annual Meeting:

(1)

Vote by Internet. Visitwww.voteproxy.com and follow the steps outlined on the secure website. Internet voting is available 24 hours a day and will be accessible until 5:00 p.m. Eastern Daylight Time on May 16, 2017.2018.



(2)

Vote by Mail. If you received a proxy card by mail and choose to vote by mail, simply mark your proxy card, date and sign it, and return it in the envelope provided.

          If you are a beneficial holder, meaning you hold your shares in "street name" through an account with a bank or broker, your ability to vote via the Internet or by telephone depends on the voting procedures of your bank or broker. Please follow the directions on the voting instruction form that your bank or broker provides.

          Stockholders may also attend the Annual Meeting and vote in person. The method you use to vote will not limit your right to vote at the Annual Meeting if you decide to attend in person. Written ballots will be passed out to anyone who wants to vote at the Annual Meeting. If you hold your shares in "street name," you must obtain a proxy, executed in your favor, from the holder of record to be able to vote in person at the Annual Meeting. Please refer to the notice and voting instruction form, or other information forwarded by your bank or broker, for details on how to request a proxy.

Is my vote confidential?

          Confidential voting applies to individual stockholders but not to corporate and institutional stockholders. Our confidential voting policy is set forth in our Corporate Governance Guidelines available athttp://ir.hdsupply.com/governance.cfm.

What if I change my mind after I return my proxy?

          You may revoke your proxy and change your vote at any time before the polls close at the Annual Meeting. Registered stockholders may do this by:

•

signing and properly submitting a subsequent proxy with a later date that is received before the polls close at the Annual Meeting;



•

voting by the Internet on or before 5:00 p.m. Eastern Daylight Time on May 16, 2018;

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•

voting by the Internet on or before 5:00 p.m. Eastern Daylight Time on May 16, 2017;



•

giving written notice of revocation to Dan S. McDevitt, General Counsel and Corporate Secretary, HD Supply Holdings, Inc., 31003400 Cumberland Boulevard, Atlanta, Georgia 30339 before the Annual Meeting; or



•

voting in person at the Annual Meeting.

          If you hold shares through a bank or broker, please refer to your voting instruction form, or other information forwarded by your bank or broker, to see how you can revoke your proxy and change your vote.

          Attendance at the Annual Meeting will not, by itself, revoke a proxy.

How many votes do you need to hold the Annual Meeting?

          The presence, in person or by proxy, of the holders of a majority of the votes entitled to be cast at the Annual Meeting will constitute a quorum. If aA quorum ismust be present we can holdto conduct business at the Annual Meeting and conduct business.Meeting.

On what items am I voting?

          You are being asked to vote on fivetwo items:

1.

to approve an amendment to our Certificate of Incorporation and Bylaws to declassify our board and provide for the annual election of directors;



2.

to elect threefour directors nominated by the board and named in this proxy statement to serve until our 2020 annual meeting of stockholders and until their successors are elected and qualify;statement;



2.3.

to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our 20172018 fiscal year ending January 28, 2018;



3.

to conduct an advisory vote to approve named executive officer compensation;February 3, 2019; and



4.

to approve the Amended and Restated HD Supply Holdings, Inc. Omnibus Incentive Plan;



5.

to approve the HD Supply Holdings, Inc. Annual Incentive Plan for Executive Officers; and



6.

to transact any other business as may properly come before the Annual Meeting.

          No cumulative voting rights are authorized, and dissenters' rights are not applicable to these matters.

How does the board of directors recommend that I vote?

          The board recommends that you vote:

•

FOR approval of amendment of our Certificate of Incorporation and Bylaws to declassify the threeboard and provide for the annual election of directors;

•

FOR the four director nominees; and

•

FOR ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm.

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How may I vote for the proposal to amend the Certificate of Incorporation and Bylaws to declassify the board and provide for the annual elections of directors?

          With respect to this proposal, you may:

•

vote FOR ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm;

•

FOR advisory approval of named executive officer compensation;

•

FOR approval of the Amended and Restated HD Supply Holdings, Inc. Omnibus Incentive Plan; andamendment;

•

FORvote AGAINST the approval of the HD Supply Holdings, Inc. Annual Incentive Plan for Executive Officers.amendment; or

•

ABSTAIN from voting on the proposal.

          In order to pass, the proposal must receive the affirmative vote of at least 75% of the voting power of the outstanding shares as of the record date. If you abstain from voting on the proposal, it will have the same effect as a vote against the proposal.

How may I vote in the election of directors, and how many votes must the nominees receive to be elected?

          With respect to the election of directors, you may:

•

vote FOR the threefour nominees for director;

•

vote FOR one or more of the nominees for director and WITHHOLD from voting on one or more of the other nominees for director; or

•

WITHHOLD from voting on all the nominees for director.

          The Company's Bylaws provide for the election of directors by a plurality of the votes cast. This means that the threefour individuals nominated for election to the board of directors who receive the most "FOR" votes (among votes properly cast in person, electronically or by proxy) will be elected. Notwithstanding such election, each of the threefour nominees for election as Class III directors has agreed to tender to the board his or her resignation as a director promptly following the certification of election results if he or she receives a greater number of votes "withheld" from his or her election than votes "for" his or her election (see "Majority Voting Policy – Director Nominees" on page 6pages 5-6 for details regarding the board's majority voting policy).

What happens if a nominee is unable to stand for election?

          If a nominee is unable to stand for election, the board may either:

•

reduce the number of directors that serve on the board; or

•

designate a substitute nominee.

          If the board designates a substitute nominee, shares represented by proxies voted for the nominee who is unable to stand for election will be voted for the substitute nominee.

How may I vote for the proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm, and how many votes must this proposal receive to pass?

          With respect to this proposal, you may:

•

vote FOR the ratification of the accounting firm;

•

vote AGAINST the ratification of the accounting firm; or

•

ABSTAIN from voting on the proposal.

          In order to pass, the proposal must receive the affirmative vote of a majority in voting power of the shares entitled to vote at the Annual Meeting by the shares present in person, electronically, or by

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proxy and entitled to vote. If you abstain from voting on the proposal, it will have the same effect as a vote against the proposal.

How may I vote on the proposal to approve, on an advisory basis, the executive compensation of the named executive officers as disclosed in this proxy statement, and how many votes must this proposal receive to pass?

          With respect to this proposal, you may:

•

vote FOR the approval, on an advisory basis, of named executive officer compensation;

•

vote AGAINST the approval, on an advisory basis, of named executive officer compensation; or

•

ABSTAIN from voting on the proposal.

          In order to pass, the proposal must receive the affirmative vote of a majority in voting power of the votes that could be castshares entitled to vote at the Annual Meeting by the shares present in person, electronically, or by proxy and entitled to vote. If you abstain from voting on the proposal, it will have the same effect as a vote against the proposal.

How may I vote on the proposal to approve the Amended and Restated HD Supply Holdings, Inc. Omnibus Incentive Plan, and how many votes must this proposal receive to pass?

          With respect to this proposal, you may:

•

vote FOR the approval of the Amended and Restated HD Supply Holdings, Inc. Omnibus Incentive Plan;

•

vote AGAINST the approval of the Amended and Restated HD Supply Holdings, Inc. Omnibus Incentive Plan; or

•

ABSTAIN from voting on the proposal.

          In order to pass, the proposal must receive the affirmative vote of a majority of the votes that could be cast at the Annual Meeting by the shares present in person, electronically, or by proxy and entitled to vote. If you abstain from voting on the proposal, it will have the same effect as a vote against the proposal.

How may I vote on the proposal to approve the HD Supply Holdings, Inc. Annual Incentive Plan for Executive Officers, and how many votes must this proposal receive to pass?

          With respect to this proposal, you may:

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vote FOR the approval of the HD Supply Holdings, Inc. Annual Incentive Plan for Executive Officers;

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vote AGAINST the approval of the HD Supply Holdings, Inc. Annual Incentive Plan for Executive Officers; or

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ABSTAIN from voting on the proposal.

          In order to pass, the proposal must receive the affirmative vote of a majority of the votes that could be cast at the Annual Meeting by the shares present in person, electronically, or by proxy and

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entitled to vote. If you abstain from voting on the proposal, it will have the same effect as a vote against the proposal.

What happens if I sign and return my proxy card but do not provide voting instructions?

          If you return a signed card but do not provide voting instructions, your shares will be voted as follows:

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FOR the three director nominees;

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FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm;

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FOR advisory approval of named executive officer compensation;

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FOR approval of the Amended and Restated HD Supply Holdings, Inc. Omnibus Incentive Plan; and

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FOR approval of the HD Supply Holdings, Inc. Annual Incentive Plan for Executive Officers.

Will my shares be voted if I do not vote via the Internet, telephone, by signing and returning my proxy card, or by attending the Annual Meeting and voting in person?

          If you do not vote via the Internet, by telephone (certain beneficial stockholders), by signing and returning your proxy card, or by attending the Annual Meeting and voting in person, then your shares will not be voted and will not count in deciding the matters presented for stockholder consideration at the Annual Meeting.

          Under certain circumstances and in accordance with NASDAQ rules that govern banks and brokers, if your shares are held in street name through a bank or broker, your bank or broker may vote your shares if you do not provide voting instructions before the Annual Meeting. These circumstances include voting your shares on "routine matters," such as the ratification of the appointment of our independent registered public accounting firm described in this proxy statement. With respect to this proposal, therefore, if you do not vote your shares, your bank or broker may vote your shares on your behalf or leave your shares unvoted.

          The remaining four proposals, namely amendment of our Certificate of Incorporation and Bylaws and the election of director nominees, the advisory approval of named executive officer compensation, approval of the Amended and Restated HD Supply Holdings, Inc. Omnibus Incentive Plan, and approval of the HD Supply Holdings, Inc. Annual Incentive Plan for Executive Officers, are not considered routine matters under NASDAQ rules relating to voting by banks and brokers. When a proposal is not a routine matter and the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. This is called a "broker non-vote." Broker non-votes at the Annual Meeting will be counted for purposes of establishing a quorum, but will have no effect on the outcome of the non-routine mattersproposals being voted on at the Annual Meeting.

          We encourage you to provide instructions to your bank or brokerage firm by voting your proxy. This action ensures your shares will be voted at the meeting in accordance with your wishes.

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What is the vote required for each proposal to pass, and what is the effect of abstentions and uninstructed shares on the proposals?

          For the proposal to amend our Certificate of Incorporation and Bylaws to declassify the board and provide for the annual elections of directors, the proposal must receive the affirmative vote of at least 75% of the voting power of the outstanding shares as of the record date. Our Bylaws provide for the election of directors by a plurality of the votes cast. This means that the threefour individuals nominated for election to the board of directors who receive the most "FOR" votes (among votes properly cast in person, electronically or by proxy) will be elected. Notwithstanding such election, each of the threefour nominees for election as Class I directors has agreed to tender his or her resignation as a director to the board promptly following the certification of election results if he or she receives a greater number of votes "withheld" from his or her election than votes "for" his or her election (see "Majority Voting Policy – Director Nominees" on page 6pages 5-6 for details regarding the board's majority voting policy). For each of the other proposalsproposal to ratify our independent registered public accounting firm to pass in accordance with our Bylaws, the proposal must receive the affirmative vote of a majority of the votes that could be cast at the Annual Meeting by the shares present in person, electronically, or by proxy at the Annual Meeting and entitled to vote. The

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following table summarizes the board's recommendation on each proposal, the vote required for each proposal to pass, and the effect abstentions or uninstructed shares (proxy card returned, but voting instructions not provided) have on each proposal.

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What do I need to attend the Annual Meeting in person?

          You must bring your admittance ticket (the Notice of Internet Availability of Proxy Materials that you received in the mail), proof of your share ownership as of March 20, 201721, 2018 (such as a brokerage statement or letter from your broker), and government-issued photo identification (such as a driver's license). If you do not have an admittance ticket, proof of ownership, or a valid photo identification, you will not be admitted to the Annual Meeting. Cameras and recording devices are not permitted at the meeting. All bags, briefcases, and packages will be held at registration and will not be allowed in the meeting.

Can I receive future proxy materials and annual reports electronically?

          Yes. This proxy statement and our annual report on Form 10-K for our fiscal 20162017 year ended January 29, 201728, 2018 are available by accessing the website located athttp://www.astproxyportal.com/ast/18392/. Instead of receiving paper copies in the mail, stockholders can elect to receive an email that provides a link to our future annual reports and proxy materials on the Internet. Opting to receive your proxy materials electronically will save us the cost of producing and mailing documents to your home or business, will reduce the environmental impact of our annual meetings, and will give you an automatic link to the proxy voting site.

          If you are a stockholder of record and wish to enroll in the electronic proxy delivery service for future meetings, you may do so by going tohttp://www.astproxyportal.com/ast/18392/ and following the prompts. If you hold shares through a bank or broker, please refer to the notice and voting instruction form, or other information forwarded by your bank or broker, to see how you can enroll for electronic proxy delivery for future meetings.

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Executive Officers

          The following table sets forth certain information concerning our executive officers. The respective age of each individual in the table below is as of March 31, 2017.30, 2018.

          Joseph J. DeAngelo has served asChairman, President and Chief Executive Officer since March 2015, President and Chief Executive Officer since January 2005, and has been a member of our board since August 2007. Mr. DeAngelo served as Executive Vice President and Chief Operating Officer of The Home Depot from January 2007 through August 2007. From August 2005 to December 2006, he served as Executive Vice President — HD Supply. From January 2005 to August 2005, Mr. DeAngelo served as Senior Vice President — Home Depot Supply, Pro Business and Tool Rental, and from April 2004 through January 2005, he served as Senior Vice President — Pro Business and Tool Rental. Mr. DeAngelo previously served as Executive Vice President of The Stanley Works, a tool manufacturing company, from March 2003 through April 2004. From 1986 until April 2003, Mr. DeAngelo held various positions with General Electric ("GE"). His final position with GE was President and Chief Executive Officer of General Electric TIP/Modular Space, a division of General Electric Capital. Mr. DeAngelo holds a bachelor's degree in accounting and economics from the State University of New York at Albany. Mr. DeAngelo serves on the board of directors of Owens-Illinois, Inc., the board of trustees of the Shepherd Center Foundation, the Advisory Board of Combat Marine Outdoors, and the CEO Advisory Council of the Cristo Rey Atlanta Jesuit High School.

          Evan J. Levitt has served asSenior Vice President, Chief Financial Officer since December 2013 and asChief Administrative Officer since January 2017. Prior to his appointment as Chief Financial Officer, he served as Vice President and Corporate Controller of HD Supply since 2007 when he joined the Company from The Home Depot, where he was the Assistant Controller and Director of Financial Reporting from 2004 to 2007. He also served in various management roles at Payless ShoeSource from 1999-2004, including Vice President of Accounting and Reporting. Prior to Payless ShoeSource, he held the role of Audit Manager with Arthur Andersen. Mr. Levitt has a bachelor of science in business administration from Washington University and is a Certified Public Accountant.

Stephen O. LeClair has served asPresident, HD Supply Waterworks since August 2011, and served as Chief Operating Officer, HD Supply Waterworks from March 2008 through August 2011. He served as President of HD Supply Lumber and Building Materials from April 2007 until its divestiture in March 2008. Mr. LeClair joined the HD Supply team in October 2005 as Senior Director of Operations and served in that role through April 2007. Before joining HD Supply, he served as Senior Vice President at GE Equipment Services. He also held various roles at GE Appliances and Power Generation in distribution, manufacturing and sales. Mr. LeClair is a graduate of GE Power Generation's Manufacturing Management Program. He is a member of the Saint Louis University's International Business School Advisory Board. He holds a bachelor's degree in Mechanical Engineering from Union College and an M.B.A. degree from the University of Louisville.

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          Dan S. McDevitt has served asGeneral Counsel and Corporate Secretary since January 2015. He joined HD Supply's legal department in 2010 and was promoted to Vice President in 2012. Prior to joining HD Supply, Mr. McDevitt was a partner at the law firm King & Spalding, where he practiced law for thirteen years, primarily focused on securities and corporate governance litigation and related investigations. Before joining King & Spalding, Mr. McDevitt served as a judicial clerk for the Honorable G. Ernest Tidwell on the United States District Court, Northern District of Georgia, and before then was an associate at Sullivan, Hall, Booth, & Smith. Mr. McDevitt received a B.B.A. degree in finance from the University of Notre Dame and a J.D. and LL.M. from the University of Notre Dame Law School.

joined HD Supply in April 2007 as Director, Human Resources, was promoted to Vice President, Human Resources in October 2007, and served asSenior Vice President, Chief People Officer from June 2008 through January 29, 2017. Prior to HD Supply, Ms. Newman held senior human resources leadership roles at Conseco Insurance Group from August 2005 to April 2007, and at Sears Roebuck and Company from September 1997 to August 2005. She has more than 20 yearsTable of business experience in the manufacturing industry, building her expertise in organizational effectiveness; acquisition and integration; benefits design; talent acquisition and management; leadership development and employee engagement. Ms. Newman holds a bachelor's degree in psychology from Coe College and a master's degree in sociology from the University of Wisconsin.Contents

          John A. Stegeman joined HD Supply in April 2010 asExecutive President and focused on building the specialty construction and safety business as thePresident of HD Supply Construction & Industrial – White Cap. Prior to joining HD Supply, Mr. Stegeman was President and Chief Executive Officer of Ferguson Enterprises, headquartered in Newport News, Virginia from 2005 to 2009. He began his career with Ferguson in 1985 as a management trainee and advanced through the company holding various management positions in three of Ferguson's five business groups: Waterworks, Plumbing, and Heating and Air Conditioning. As part of the Ferguson Waterworks business group, Mr. Stegeman served as Senior Vice President before being named Chief Operating Officer of Ferguson in May 2005. Mr. Stegeman received a bachelor's degree from Virginia Tech and has attended advanced management programs at Wharton School of Business, IMD, Duke University's Fuqua School of Business, University of Virginia Darden School of Business, and Columbia University.

Significant Employees

          The following senior leadership team employees are not executive officers, but are expected to make significant contributions to our business. The respective age of each individual in the table below is as of March 31, 2017.

          William P. Stengel, age 39, has served as President and Chief OperatingExecutive Officer for of HD Supply Facilities Maintenance since June 2017. He served as Chief Operating Officer for HD Supply Facilities Maintenance from August 2016. Prior2016 to his current role, he servedJune 2017; as Senior Vice President, Chief Commercial Officer of HD Supply Facilities Maintenance from January 2016 to August 2016 and2016; as Senior Vice President, Strategic Business Development and Investor Relations of HD Supply from July 2013 through January 2016. Mr. Stengel held the role of2016; and as Vice President, Strategic Business Development from June 2010 to July 2013. In his current role, Mr. Stengel has responsibility for end-to-end supply chain, merchandising, global

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sourcing, marketing, e-business, corporate development and strategic initiative execution at HD Supply Facilities Maintenance. He joined HD Supply in July 2005 and has since taken on increasing leadership roles at the Company across corporate development, strategic planning and initiatives, supply chain operations, real estate, investor and public relations, communications, marketing, e-commerce and digital execution. Mr. Stengel and his teams have responsibility to drive strategic growth and operational excellence. He has 20 years of experience in finance and growth strategy. In addition, he has led numerous acquisition and divestiture transactions and contributed in a leadership role in the initial public offering of HD Supply in June 2013. Prior to joining HD Supply in 2005, Mr. Stengel worked for Stonebridge Associates, an investment banking firm focused on merger and acquisition divestiture, private placement, and strategic financial advisory services to middle-market companies across a range of consumer, technology, and industrial sectors. He also worked in corporate and investment banking with Bank of America Merrill Lynch. Mr. Stengel holds a bachelor's degree in economics from Trinity College (CT) and an M.B.A. degree with a concentration in strategy and finance from Vanderbilt University's Owen Graduate School of Management.

          Stephen O. LeClair served asPresident, HD Supply Waterworks from August 2011 through the Company's August 2017 divestiture of its HD Supply Waterworks business, and currently serves as Chief Executive Officer of Core & Main. He served as Chief Operating Officer, HD Supply Waterworks from March 2008 through August 2011. He served as President of HD Supply Lumber and Building Materials from April 2007 until its divestiture in March 2008. Mr. LeClair joined the HD Supply team in October 2005 as Senior Director of Operations and served in that role through April 2007. Before joining HD Supply, he served as Senior Vice President at GE Equipment Services. He also held various roles at GE Appliances and Power Generation in distribution, manufacturing and sales. Mr. LeClair is a graduate of GE Power Generation's Manufacturing Management Program. He is a member of the Saint Louis University's International Business School Advisory Board. He holds a bachelor's degree in Mechanical Engineering from Union College and an M.B.A. degree from the University of Louisville. Mr. LeClair serves on the board of directors of AAON, Inc.

Significant Employees

Anna Stevens, age 44,45, isVice President, Human Resources and Chief People Officer for HD Supply. In thisher role as Chief People Officer, she oversees all of our human resources professionals across the organization and in multiple functional areas including benefits, recruiting, compensation, organizational development and learning, talent management, strategy, project management, mergers and acquisitions, human resources systems and technologies, payroll and community affairs. With nearly 20 years of experience in human resources management, Ms. Stevens has extensive expertise in communications and change management, human resources strategic planning, staffing, development and succession planning, coaching and performance management. She joined HD Supply in 2008,

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working in the areas of organizational development, learning and communications before being promoted to Vice President, HR Strategy, Marketing and Communications in 2012 and Vice President, HR Planning and Operations in 2014. Prior to joining HD Supply, Ms. Stevens served in various roles of increasing responsibility for AT&T, Inc. Preceding AT&T, Ms. Stevens held human resources management roles at Progressive, Inc., Bell South and Aerotek Inc. Ms. Stevens holds a bachelor's degree in international relations from Lynchburg College and a master's degree in organizational leadership from Gonzaga University.

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          The Company's Certificate of Incorporation provides that the board shall consist of not fewer than three nor more than 21 directors, with the exact number to be fixed by the board. The board has fixed the current number of directors at ten,nine, and the Company currently has tennine directors. Mr. Alden's term will end on the date of the Annual Meeting, and, having reached the mandatory retirement age of 75 provided by our Corporate Governance Guidelines, he will retire from board service and will not stand for reelection at the Annual Meeting. The board has fixed the number of directors at nine effective with Mr. Alden's retirement on May 17, 2017.

          The Company's Certificate of Incorporation divides the board into three classes, as nearly equal in number as possible, with the terms of office of the directors of each class ending in different years. Class I currently has two directors, Class II has four directors, and Class II and Class III each havehas three directors. The terms of directors in Classes I, II, and III end at the annual meetings in 2017,2020, 2018, and 2019, respectively. There will be three Class I directors upon Mr. Alden's retirement on May 17, 2017.

          At each annual meeting of the stockholders, the successors of the directors whose term expires at that meeting are elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. The board of directors is therefore asking you to elect the threefour nominees for director whose term expires at the Annual Meeting. Kathleen J. Affeldt, PeterBetsy S. Atkins, Scott D. Ostfeld, Lauren Taylor Wolfe, and James A. Dorsman and Peter A. Leav,Rubright, our Class III directors, have been nominated by the board for reelection at the Annual Meeting. See "Proposal 12 — Election of Directors" on page 69.pages 69-70.

          If our stockholders approve the proposed amendment of our Certificate of Incorporation and Bylaws (see Proposal 1 on pages 67-68) by the requisite vote at the Annual Meeting, then the proposed amendment will become effective immediately upon the filing of the proposed amendment with the office of the Secretary of State of the State of Delaware, which we intend to do during the course of the Annual Meeting, and will apply to the election of directors at the Annual Meeting. If the proposed amendment is approved:

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at the Annual Meeting, the Class II directors whose term expires the Annual Meeting will stand for election for terms of one year (a term that expires at the 2019 annual meeting of stockholders);



•

at the 2019 annual meeting of stockholders, Class II directors elected at the Annual Meeting, as well as the Class III directors whose term expires at the 2019 annual meeting of stockholders, will stand for election for terms of one year (a term that expires at the 2020 annual meeting of stockholders); and



•

at the 2020 annual meeting of stockholders in 2020, the board will cease to be classified and all directors will be elected to serve terms expiring upon the next annual meeting of stockholders following their election and until their respective successors are elected and qualify.

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          The proposed amendment also provides that any director elected to fill a vacancy will hold office for the term that remains for that director, and any director elected to fill a vacancy that resulted from an increase in the size of the board will be elected to serve until the next annual meeting.

          Directors are elected by a plurality. Therefore, the threefour nominees who receive the most "FOR" votes will be elected. Notwithstanding such election, each of the threefour nominees for election as Class III directors has agreed to tender to the board his or her resignation as a director promptly following the certification of election results if he or she receives a greater number of votes "withheld" from his or her election than votes "for" his or her election (see "Majority Voting Policy – Director Nominees" on page 6pages 5-6 for details regarding the board's majority voting policy).

          Proxies cannot be voted for a greater number of persons than the number of nominees named. There is no cumulative voting. If you sign and return the accompanying proxy card, your shares will be voted for the election of the threefour nominees recommended by the board unless you choose to withhold from voting for any of the nominees. If a nominee is unable to serve or will not serve for any reason, proxies may be voted for such substitute nominee as the proxy holder may determine. The Company is not aware of any nominee who will be unable to or will not serve as a director.

          Set forth below is biographical information as well as background information relating to each nominee's and continuing director's business experience, qualifications, attributes, and skills and why

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the board and Nominating and Corporate Governance Committee believe each individual is a valuable member of our board. The persons who have been nominated for election and are to be voted upon at the Annual Meeting are listed first, with continuing directors following thereafter.

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