Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 19, 2017, Lionel L. Nowell notified HD Supply Holdings, Inc. (Holdings) and HD Supply, Inc. (collectively, the
Company
) of his intention to resign from the Companys Board of Directors (the
Board
), and as a member of the Audit Committee of the Board, effective September 20, 2017. Mr. Nowell is resigning from his position as director to focus on his other business responsibilities. His resignation is not the result of any disagreement with the Company on any matter relating to its operations, policies or practices. On September 20, 2017, the Board reduced the size of the Board from nine to eight members effective with Mr. Nowells resignation.
On September 20, 2017, the Board appointed Scott D. Ostfeld to the Board effective September 28, 2017. The Board has not yet assigned Mr. Ostfeld to any Board committees. The Board has determined that Mr. Ostfeld is an independent director under the applicable independence requirements of the NASDAQ Stock Market and the Securities Exchange Act of 1934. Mr. Ostfeld will serve as a Class II director and will stand for reelection to the Board at the 2018 Annual Meeting of Stockholders. In connection with Mr. Ostfelds appointment, the Board increased the size of the Board from eight to nine members.
Scott Ostfeld
, age 40, is a partner of JANA Partners where he is co-portfolio manager of the JANA Strategic Investments Fund and is responsible for special situations investments, including active shareholder engagement. Prior to joining JANA in 2006, Mr. Ostfeld was with GSC Partners in their distressed debt private equity group focused on acquiring companies through the bankruptcy restructuring process and enhancing value as an active equity owner. Prior to GSC Partners, Mr. Ostfeld was an investment banker at Credit Suisse First Boston where he worked on a variety of M&A and capital raising assignments. Mr. Ostfeld was a member of the board of directors of Team Health Holdings, Inc. from March 2016 to February 2017. He serves on the nonprofit boards for Columbia Universitys Richman Center for Business, Law, and Public Policy and The Opportunity Network. Mr. Ostfeld received a J.D. from Columbia Law School, an M.B.A. from Columbia Business School and a B.A. from Columbia University.
Mr. Ostfeld 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 the Board, under the same terms and conditions as provided in the Form of Director Restricted Stock Unit Agreement filed as
Exhibit 10.57
to Holdings (File No. 333-187872) registration statement on Form S-1/A filed on June 13, 2013. Mr. Ostfeld has assigned his compensation for Board service to JANA Partners LLC. He will enter into the Companys standard form of indemnification agreement.
There are no family relationships between Mr. Ostfeld and any officer or other director of the Company. There are no related party transactions between Mr. Ostfeld and the Company that would be reportable under Item 404(a) of Regulation S-K. Except as described above with respect to director compensation, there is no arrangement or understanding between Mr. Ostfeld and any other person pursuant to which he or she was selected as a director. There are no agreements or arrangements between third parties and Mr. Ostfeld that provide for compensation or other payment in connection with his Board service.
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