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 (Amendment No. )
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Preliminary Proxy Statement | ||
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
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Definitive Proxy Statement | ||
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Definitive Additional Materials | ||
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Soliciting Material under §240.14a-12 | ||
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HD SUPPLY HOLDINGS, INC. | |||
(Name of Registrant as Specified In Its Charter) | |||
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |||
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | ||
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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 |
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Exact name of Registrant as specified in its |
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State of |
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I.R.S. Employer |
001-35979 |
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HD SUPPLY HOLDINGS, INC. 3100 Cumberland Boulevard, Suite 1480 |
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Delaware |
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26-0486780 |
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333-159809 |
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HD SUPPLY, INC. 3100 Cumberland Boulevard, Suite 1480 |
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Delaware |
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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 Companys 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 Companys 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 Companys 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 Boards 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.
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. | |
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By: |
/s/ Dan S. McDevitt |
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Dan S. McDevitt |
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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. | |
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By: |
/s/ Dan S. McDevitt |
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Dan S. McDevitt |
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General Counsel and Corporate Secretary |