Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 28, 2020, the board of directors (collectively, the "Board") of HD
Supply Holdings, Inc. ("Holdings") and HD Supply, Inc. (collectively, the
"Company") appointed Milford W. McGuirt to serve as a member of the Company's
Board until the next annual meeting of stockholders and until his successor is
elected and duly qualified. The Board has determined that Mr. McGuirt is an
independent director under the applicable independence requirements of the
Nasdaq Stock Market and the Securities Exchange Act of 1934. The Board also
appointed Mr. McGuirt to serve as a member of the Board's Audit and Nominating
and Corporate Governance Committees and designated him as an "audit committee
financial expert" as such term is defined by Item 407(d)(5)(ii) of Regulation
S-K. In connection with Mr. Mr. McGuirt's appointment, the Board increased the
size of the Board from nine to ten members.
Milford W. McGuirt, age 63, served as managing partner of the Atlanta office and
mid-south region of KPMG from January 2015 until his retirement in September
2019. As managing partner, Mr. McGuirt was responsible for overseeing the
delivery of high-quality client services, attracting and retaining key
professional resources, execution of a growth and market expansion strategy, and
representing the firm in the marketplace and community. He served as KPMG's
national audit sector leader and national industry leader for the firm's higher
education practice from 2009 through 2015 and served in accounting and audit
roles of increasing responsibility with KPMG from 1986 through 2019. Prior to
joining KPMG in 1986, he served as audit manager for Coopers Lybrand from 1978
through 1986. He has served on the Executive Committee and Treasurer for the
Metro Atlanta Chamber of Commerce, Audit Committee Chair of the Woodruff Arts
Center and Board Chair for the Commerce Club and the Georgia Partnership for
Excellence in Education. He received a Bachelor of Business Administration in
Accounting from Western Michigan University and is a Certified Public
Accountant. Mr. McGuirt brings to the board significant operational experience,
as well as extensive accounting and auditing, with more than 41 years of
experience in public accounting and audit services to a wide range of public and
private companies across a variety of industries, including 29 years of
experience leading audits, audit practices, and overseeing teams leading audits.
Mr. McGuirt will participate in Holdings' standard outside director compensation
program, filed as Exhibit 10.3 to the HD Supply Holdings, Inc. (File No.
001-35979) and HD Supply, Inc. (File No. 333-159809) quarterly report on Form
10-Q filed on September 6, 2017 , including a pro-rated annual equity retainer
based on the date he joined Holdings' board of directors, under the same terms
and conditions as provided in the form of Director Restricted Stock Unit
Agreement filed as Exhibit 10.57 to Holdings' registration statement on
Form S-1/A filed on June 13, 2013 . Mr. McGuirt will enter into the Company's
standard form of indemnification agreement.
There are no family relationships between Mr. McGuirt and any officer or other
director of the Company. There are no related party transactions between Mr.
McGuirt and the Company that would be reportable under Item 404(a) of Regulation
S-K. There is no arrangement or understanding between Mr. McGuirt and any other
person pursuant to which he was selected as a director. There are no agreements
or arrangements between third parties and Mr. McGuirt that provide for
compensation or other payment in connection with his Board service.
Item 7.01 Regulation FD Disclosure
In accordance with General Instruction B.2 of Form 8-K, the information in this
Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached
hereto, shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, except as shall be expressly set forth by
specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit
99.1 Press Release "HD Supply Holdings, Inc. Announces New Board Member
and Conclusion of SEC Investigation"
104 Data File (embedded within the inline XBRL document)
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