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TUES > SEC Filings for TUES > Form 8-K on 30-Nov-2012All Recent SEC Filings

Show all filings for TUESDAY MORNING CORP/DE

Form 8-K for TUESDAY MORNING CORP/DE


30-Nov-2012

Change in Directors or Principal Officers, Financial Statements and Exhib


Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 28, 2012, the Board of Directors (the "Board") of Tuesday Morning Corporation (the "Company") appointed R. Michael Rouleau to serve as an independent director of the Company until his term expires at the Company's next annual meeting of stockholders to be held in 2013. Pursuant to the Standstill Agreement, dated June 29, 2012, by and among the Company and Becker Drapkin Management, L.P. and certain of its affiliates (collectively, the "Shareholder Group"), the Company and the Shareholder Group agreed to use their reasonable best efforts to mutually select two additional independent persons to be appointed as members of the Board, and Mr. Rouleau's appointment satisfies one of such appointments. Except as otherwise provided above, there are no understandings or arrangements between Mr. Rouleau and any other person pursuant to which Mr. Rouleau was selected to serve as a director of the Company and there are no reportable transactions under Item 404(a) of Regulation S-K. Mr. Rouleau was also appointed to the Audit and Compensation Committees of the Board. Upon Mr. Rouleau's appointment to the Board, he was awarded shares of restricted stock valued at $37,500 on the date of grant and non-qualified options to purchase 20,000 shares of the Company's common stock.

Mr. Rouleau will receive compensation for his service on the Board in accordance with the Company's standard compensatory arrangements for independent directors. These arrangements include an annual retainer in the amount of $30,000, a Board meeting fee of $2,500 for in-person meetings and $1,000 for telephonic meetings, an Audit Committee fee of $1,500 for in-person meetings and $750 for telephonic meetings, a Compensation Committee fee of $1,000 for in-person meetings and $500 for telephonic meetings, and an annual restricted stock award valued at $50,000. In addition, Mr. Rouleau will be reimbursed for his 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.

The press release announcing the appointment of Mr. Rouleau as a director of the Company is attached hereto as Exhibit 99.1



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.                                Description
   99.1       Press release announcing the appointment of R. Michael Rouleau to the
              Board of Directors of Tuesday Morning Corporation


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