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): November 7, 2012
Tuesday Morning Corporation
(Exact name of registrant as specified in its charter)
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Delaware |
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0-19658 |
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75-2398532 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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6250 LBJ Freeway Dallas, Texas |
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75240 |
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(Address of principal executive offices) |
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(Zip Code) |
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)
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 November 7, 2012, the stockholders of Tuesday Morning Corporation (the “Company”) approved the First Amendment (the “First Amendment”) to the Tuesday Morning Corporation 2008 Long-Term Incentive Plan (the “2008 Plan”). A copy of the First Amendment is attached hereto as Exhibit 10.1 and incorporated herein by reference. The First Amendment increases the number of shares of the Company’s common stock available for awards under the 2008 Plan from 2,500,000 to 5,365,000 and expands the circumstances upon which awards granted under the 2008 Plan may be forfeited.
The foregoing description of the First Amendment is not complete and is qualified in its entirety by reference to the First Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”) on November 7, 2012. At the Annual Meeting, the Company’s stockholders voted on each of the below proposals, which are described in detail in the Company’s proxy statement filed with the Securities and Exchange Commission on September 27, 2012. The final voting results of the Annual Meeting are set forth below.
Proposal 1 — Election of Directors — The Company’s stockholders elected Steven R. Becker, Brady Churches, David B. Green, William J. Hunckler, III, Starlette Johnson and Richard S. Willis to serve as directors of the Company until their terms expire at the Company’s next annual meeting of stockholders. The voting results for each of these individuals were as follows:
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Director |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Steven R. Becker |
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30,066,519 |
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1,719,135 |
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5,263,807 |
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Brady Churches |
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30,360,726 |
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1,424,928 |
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5,263,807 |
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David B. Green |
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28,652,552 |
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3,133,102 |
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5,263,807 |
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William J. Hunckler, III |
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30,032,824 |
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1,752,830 |
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5,263,807 |
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Starlette Johnson |
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28,934,563 |
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2,851,091 |
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5,263,807 |
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Richard S. Willis |
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28,998,776 |
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2,786,878 |
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5,263,807 |
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Proposal 2 — Ratification of the Selection of Independent Registered Public Accounting Firm — The Company’s stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2013. The voting results were 36,907,027 shares “For,” 142,169 shares “Against” and 265 abstentions.
Proposal 3 — Advisory Vote on Executive Compensation — The Company’s stockholders approved, on an advisory basis, the Company’s executive compensation. The voting results were 30,414,835 shares “For,” 1,344,744 shares “Against,” 26,075 abstentions and 5,263,807 broker non-votes.
Proposal 4 — Amendment to the Tuesday Morning Corporation 2008 Long-Term Equity Incentive Plan — The Company’s stockholders approved the First Amendment to the 2008 Plan to increase the number of shares of the Company’s common stock available for awards under the 2008 Plan from 2,500,000 to 5,365,000 and expand the circumstances upon which awards granted under the 2008 Plan may be forfeited. The voting results were 27,733,244 shares “For,” 1,687,209 shares “Against,” 2,365,201 abstentions and 5,263,807 broker non-votes.
Item 9.01 Financial Statements and Exhibits.
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Exhibit No. |
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Description |
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10.1 |
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First Amendment to the Tuesday Morning Corporation 2008 Long-Term Equity Incentive Plan |
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.
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TUESDAY MORNING CORPORATION |
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Date: November 9, 2012 |
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By: |
/s/ Stephanie Bowman |
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Stephanie Bowman |
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Executive Vice President and Chief Financial Officer |
Exhibit 10.1
FIRST AMENDMENT TO
TUESDAY MORNING CORPORATION
2008 LONG-TERM EQUITY INCENTIVE PLAN
THIS AMENDMENT is made by Tuesday Morning Corporation (the “ Company ”).
W I T N E S S E T H:
WHEREAS , the Board of Directors of the Company (the “ Board of Directors ”) previously adopted the Tuesday Morning Corporation 2008 Long-Term Equity Incentive Plan (the “ Plan ”);
WHEREAS , the Board of Directors reserved the right in Section 13.1 to amend the Plan; and
WHEREAS , the Board of Directors has determined to amend the Plan to increase the number of shares of the Company’s common stock available for awards under the Plan from 2,500,000 shares to 5,365,000 shares and to make certain revisions to the forfeiture provisions in the Plan.
NOW, THEREFORE , the Board of Directors agrees that effective as of the date set forth below, subject to the approval of the Company’s stockholders, the Plan is hereby amended as set forth below (capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Plan):
1. Sections 4.2(a), (b) and (c) of the Plan are completely amended and restated to provide as follows:
(a) The aggregate number of shares of Stock with respect to which Awards may be granted under the Plan is 5,365,000;
(b) The aggregate number of shares of Stock with respect to which Full Value Awards may be granted under the Plan is 5,365,000; and
(c) The aggregate number of shares of Stock with respect to which ISOs may be granted under the Plan is 5,365,000.
2. Section 4.8 of the Plan is completely amended and restated to provide as follows:
4.8 Forfeiture for Cause. Notwithstanding any other provision of the Plan or an Award Agreement, if the Committee finds by a majority vote that a Holder, before or after his Termination of Employment or severance of affiliation or service relationship with the Company and all Affiliates, (a) committed a felony, a crime involving moral turpitude, or any act or omission involving fraud, embezzlement, theft or any other act of dishonesty, during the course of his employment by, affiliation with or service to the Company or an Affiliate which conduct damaged the Company or an Affiliate, (b) disclosed trade secrets of the Company or an Affiliate, (c) violated the terms of any non-competition, non-disclosure, service or similar agreement with respect to the Company or any Affiliate to which the Holder is a party, (d) knowingly caused or assisted in causing the publicly released financial statements of the Company or an Affiliate to be misstated, (e) substantially and repeatedly failed to perform duties of the office or position held by the Holder as reasonably directed by the Company or an Affiliate, (f) committed gross negligence or willful misconduct with respect to the Company or an Affiliate, (g) committed a material breach of any employment or service agreement between the Holder and the Company or an Affiliate that is not cured within ten (10) days after receipt of written notice thereof from the Company or the Affiliate or as otherwise provided in such agreement, as applicable, (h) failed, within ten (10) days after receipt by the Holder of written notice thereof from the Company or an Affiliate, to correct or otherwise rectify any failure to comply with reasonable instructions or other directions from the Company or an Affiliate which the Committee reasonably believes has or may materially or adversely affect the Company’s or an Affiliate’s business or operations, (i) willfully engaged in conduct which the Holder has, or in the opinion of the Committee should have had, reason to know is materially injurious to the Company or an Affiliate, (j) harassed or discriminated against the Company’s or an Affiliate’s employee, customer or vendor in violation of the Company’s or the Affiliate’s policies with respect to such matters, (k) misappropriated funds or assets of the Company or an Affiliate for personal use, (l) willfully violated the Company’ or an Affiliate’s policies or standards of business conduct as determined in good faith by the Committee, (m) failed, due to some action or inaction on the part of the Holder, to have immigration status that permits the Holder to maintain full-time employment with the Company or an Affiliate in the United States in compliance with all applicable immigration law, or (n) knowingly caused or assisted in causing the Company or an Affiliate to engage in criminal misconduct, then as of the date the Committee makes its finding, some or all Awards awarded to the Holder (including vested Awards that have been exercised, vested Awards that have not been exercised and Awards that have not yet vested), as determined by the Committee in its sole discretion, and all net proceeds realized with respect to any such Awards, will be forfeited to the Company on such terms as determined by the Committee. The findings and decision of the Committee with respect to such matter, including those regarding the acts of the Holder and the damage done to the Company, will be final for all purposes. No decision of the Committee, however, will affect the finality of the discharge of the individual by the Company or an Affiliate or severance of the individual’s affiliation with the Company and all Affiliates.
3. Article IV of the Plan is hereby amended by adding thereto the following new Section 4.18:
4.18 Recoupment in Restatement Situations. Without limiting the applicability of Section 4.8 or Section 4.9, if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under
applicable securities laws, the current or former Holder who was a current or former executive officer of the Company or an Affiliate shall forfeit and must repay to the Company any compensation awarded under the Plan to the extent specified in any of the Company’s recoupment policies established or amended (now or in the future) in compliance with the rules and standards of the Securities and Exchange Commission under or in connection with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Adopted by the Board of Directors
on September 19, 2012