HDS HD Supply Holdings Inc

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.