Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 20, 2020, the Compensation Committee of the Board of Directors of HD
Supply Holdings, Inc. and HD Supply, Inc. (collectively, the "Company") approved
the fiscal 2020 annual incentive plan ("2020 AIP") for Company associates,
including our named executive officers, who will remain employees of the Company
after the closing of the sale of our Construction and Industrial-White Cap
business. Approval of the 2020 AIP, normally approved in the first quarter of
each year, was delayed due to the ongoing economic and market disruption created
by the COVID-19 pandemic, the related difficulty in establishing performance
targets, and uncertainty as to whether any bonus would be paid for fiscal 2020.
To keep our associates focused on business growth and profitability, the 2020
AIP will be based on EBITDA performance for the last six months of fiscal 2020.
Target opportunities for our named executive officers remain unchanged from
fiscal 2019 with any earned payout being capped at 50% of the full year
threshold, target, above target and maximum payout opportunity. Any earned
payouts will be payable in March 2021, calculated without taking into
consideration the temporary salary reductions that were implemented as part of
the Company's response to the COVID-19 pandemic. The Compensation Committee
believes the 2020 AIP effectively balances the performance and retention
objectives of the Company's executive compensation program during these
unprecedented times.
Disclosure of the specific targets and actual performance relative to the
targets will be disclosed in the Company's proxy statement for the 2021 annual
meeting of stockholders.
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HD SUPPLY HOLDINGS, INC. 
