Edgar Filing: HD Supply Holdings, Inc.

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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HD SUPPLY HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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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 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.)

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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.

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