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

The Board of Directors (the "Board") of The Michaels Companies, Inc. (the "Company") previously directed the amendment and restatement of the Michaels Second Amended and Restated 2014 Omnibus Long-Term Incentive Plan (such amendment and restatement, the "Proposed Plan") to be submitted to the Company's stockholders for their approval at the 2020 Annual Meeting of Stockholders of the Company (the "Annual Meeting"), which was held on June 10, 2020.

As described under Item 5.07 of this Current Report on Form 8-K (this "Current Report"), the Company's stockholders approved the Proposed Plan at the Annual Meeting. A description of the material terms of the Proposal Plan is set forth under the heading "Proposal 2 Approval of Amendment and Restatement of Michaels Second Amended and Restated 2014 Omnibus Long-Term Incentive Plan" in the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2020, which such description is incorporated herein by reference. The description of the Proposed Plan is qualified in its entirety by reference to the full text of the Proposed Plan, which is attached as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

On June 1, 2020, the Company issued a press release relating to the above matters. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of the Company was held on June 10, 2020. A total of 140,675,085 shares were present or represented by proxy, representing approximately 95.48% of all shares entitled to vote at the Annual Meeting. The matters presented for a vote and the related results are as follows:





 1. Election of Directors

Proposal one was the election of ten nominees to serve as directors of the Company each for a term of one year. The results of the vote were as follows:







Nominee                  Votes For    Votes Withheld   Broker Non-Votes
Joshua Bekenstein       106,618,018     18,340,086        15,716,981
Ashley Buchanan         123,394,296     1,563,808         15,716,981
Mark S. Cosby           122,864,685     2,093,419         15,716,981
Ryan Cotton             123,065,809     1,892,295         15,716,981
Monte E. Ford           123,627,620     1,330,484         15,716,981
Karen Kaplan            123,321,916     1,636,188         15,716,981
Matthew S. Levin        123,042,004     1,916,100         15,716,981
John J. Mahoney         122,005,236     2,952,868         15,716,981
James A. Quella         123,035,919     1,922,185         15,716,981
Beryl B. Raff           123,379,947     1,578,157         15,716,981

Pursuant to the foregoing votes, the ten nominees listed above were elected to serve on the Company's Board of Directors. There were no additional director nominations brought before the Annual Meeting.






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2. Approval of the Amendment and Restatement of Michaels 2014 Omnibus Long-Term

Incentive Plan

Proposal two was the approval of the Proposed Plan, which provides for an increase of the shares of Common Stock available for award under the Proposed Plan and the removal of certain technical changes to provisions that are no longer applicable following the enactment of the Tax Cuts and Jobs Act of 2017.

The results of the vote were as follows:



c

For Against Abstain Broker Non-Votes 120,086,144 4,708,143 163,817 15,716,981

Pursuant to the foregoing vote, the Proposed Plan was approved.

3. Ratification of the Independent Registered Public Accountants

Proposal three was the ratification of the appointment of Ernst & Young, LLP as the Company's independent registered public accounting firm for the current fiscal year. The results of the vote were as follows:



c

For Against Abstain Broker Non-Votes 138,427,339 1,923,884 323,862

              0
c

Pursuant to the foregoing vote, the ratification of Ernst & Young, LLP as the Company's independent registered public accounting firm for the current fiscal year was approved.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.




Exhibit Number      Description
      10.1            The Michaels Companies, Inc. Third Amended and Restated
                    2014 Omnibus Long-Term Incentive Plan.
      104           Cover Page Interactive Data File (embedded within the inline
                    XBRL document)












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