Tuesday Morning (TUEMQ) 8-KDeparture of Directors or Certain Officers

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 21, 2022

TUESDAY MORNING CORPORATION

(Exact name of registrant as specified in charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company       ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ 

On November 21, 2022, Tuesday Morning Corporation (the “Company”) adopted the Tuesday Morning Corporation Amended and Restated Executive Severance Plan (the “Amended Plan”), which amended the Company’s Executive Severance Plan dated May 1, 2018, and as amended May 1, 2022 (“Original Plan”). The Amended Plan provides for financial and transition assistance to eligible executives who separate from the Company due to a termination of employment by the Company without “cause” (as defined in the Amended Plan). Eligible executives include individuals holding the office of senior vice president or a higher office.

Under the Original Plan, if the employment of an eligible executive was terminated by the Company without cause, the eligible executive was entitled to severance payments in an amount equal to (a) the eligible executive’s annual base salary if the eligible executive was a senior vice president or (b) 1.5 times the eligible executive’s annual base salary if the eligible executive was an executive vice president or held a higher office. In addition, if the employment of the eligible executive was terminated by the Company without cause or by the eligible for “good reason” (as defined in the Original Plan), in each case within the 18 month period following a “change in control” (as defined in the Original Plan), the eligible executive was entitled to severance payments in an amount equal to (a) 1.5 times the eligible executive’s annual base salary if the eligible executive was a senior vice president or (b) 2 times the eligible executive’s annual base salary if the eligible executive was an executive vice president or held a higher office.

Under the terms of the Amended Plan, if the employment of an eligible executive is terminated by the Company without cause, the eligible executive will be entitled to severance payments in an amount equal to 9 months of the eligible executive’s base salary, with one month of additional severance payments for each year of service over 9 years of service, with total severance payments not to exceed 12 months of base salary. No additional amounts are payable for a termination of employment by the Company without cause following a change in control, and no amounts are payable for a termination of employment by the eligible executive for good reason following a change in control. Under the terms of the Amended Plan, up to 50% of the amount of an eligible executive’s severance payments will be reduced by any compensation earned from another employer over the applicable severance period.

The Amended Plan continues to provide for certain outplacement services for eligible executives, but no longer provides for payments with respect to continuation of health benefits following a termination of employment.

The foregoing summary is qualified in its entirety by the full text of the Amended Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.