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): May 8, 2007
Tuesday Morning Corporation
(Exact name of registrant as specified in its charter)
Delaware |
| 0-19658 |
| 75-2398532 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
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6250 LBJ Freeway |
| 75240 | ||
(Address of principal executive offices) |
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Registrant’s telephone number, including area code: (972) 387-3562
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) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 6, 2008, Tuesday Morning Corporation (the “Company”) approved that Starlette Johnson will be appointed to the Company’s Board and will serve until her term expires at the Company’s next annual meeting of stockholders to be held in 2008. There are no understandings or arrangements between Ms. Johnson and any other person pursuant to which Ms. Johnson was selected to serve as a director of the Company and there are no reportable transactions under Item 404(a) of Regulation S-K. It is expected that Ms. Johnson will execute the Company’s standard form of confidentiality agreement for directors.
For her service on the Board, Ms. Johnson will receive compensation for her services in accordance with the Company’s standard compensatory arrangements for non-employee directors. These arrangements include an annual retainer in the amount of $30,000 (beginning May 1, 2008) and a Board meeting fee of $2,500 for in-person meetings and $1,000 for telephonic meetings. In addition, Ms. Johnson will be reimbursed for her out-of-pocket expenses incurred in attending Board meetings and will receive the standard 20% discount on merchandise purchases provided to all of the Company’s employees. If Ms. Johnson is later appointed to a committee of the Board, she will also be entitled to receive additional compensation related to such service. Upon Ms. Johnson’s appointment to the Board, she will be awarded shares of restricted stock valued at $37,000 on the date of grant and non-qualified stock options to purchase 20,000 shares of the Company’s common stock.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
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Number |
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99.1 |
| Press Release issued on May 8, 2008, announcing the appointment of Starlette Johnson to the Board of Directors |
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SIGNATURE
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 | |
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Date: May 12, 2008 | By: | /s/ Stephanie Bowman |
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| Stephanie Bowman |
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| Executive Vice President and Chief |
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| Financial Officer |
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EXHIBIT INDEX
Exhibit |
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Number |
| Exhibit Title |
99.1 |
| Press Release issued on May 8, 2008, announcing the appointment of Starlet Johnson to the Board of Directors |
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