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 18, 2018 (April 18, 2018)
Commission File
Number | | Exact name of Registrant as specified in its
charter, Address of principal executive
offices and Telephone number | | State of
incorporation | | I.R.S. Employer
Identification
Number |
001-35979 | | HD SUPPLY HOLDINGS, INC. 3100 Cumberland Boulevard, Suite 1480
Atlanta, Georgia 30339
(770) 852-9000 | | Delaware | | 26-0486780 |
| | | | | | |
333-159809 | | HD SUPPLY, INC. 3100 Cumberland Boulevard, Suite 1480
Atlanta, Georgia 30339
(770) 852-9000 | | Delaware | | 75-2007383 |
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 of Certain Officers.
On April 18, 2018, Betsy S. Atkins notified HD Supply Holdings, Inc. (“Holdings”) and HD Supply, Inc. (collectively, the “Company”) of her intention to resign from the Company’s Board of Directors (the “Board”) and her related responsibilities as chair of the Nominating and Corporate Governance Committee of Holdings’ Board of Directors, and to withdraw as a director nominee for election at the Company’s annual meeting of stockholders to be held on May 17, 2018 (the “Annual Meeting”), effective immediately. Ms. Atkins is resigning to focus on her other business responsibilities. Her resignation is not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.
On the same date, the Board accepted Ms. Atkins’ resignation and withdrawal as a director nominee and reduced the size of the Board from nine to eight members effective with her resignation. Other than Ms. Atkins, the nominees named in the Company’s Definitive Proxy Statement dated March 30, 2018 (the “Proxy”) will stand for election at the Annual Meeting. Notwithstanding Ms. Atkins’ resignation and withdrawal as a director nominee, the form of proxy card included in the original distribution of the Proxy remains valid; however, any votes that are submitted with instructions to vote for all the Board’s nominees will be voted only for the three remaining nominees as named in the Proxy.
The Board appointed James A. Rubright as chair of the Nominating and Corporate Governance Committee, and Patrick R. McNamee as member of that same committee, both effective with Ms. Atkins’ resignation on April 18, 2018.
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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: April 18, 2018 | 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: April 18, 2018 | HD Supply, Inc. |
| | |
| By: | /s/ Dan S. McDevitt |
| | Dan S. McDevitt |
| | General Counsel and Corporate Secretary |
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