UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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THE
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 11, 2019, Peter F. Wallace notified The Michaels Companies, Inc. (the “Company”) of his decision to resign from the Company’s board of directors (the “Board”), effective immediately. Mr. Wallace’s decision was not as a result of any disagreement with the Company. The Board wishes to thank Mr. Wallace for his service and the numerous contributions he has made to the success of the Company.
Item 8.01 Other Events
On October 11, 2019, certain investment funds affiliated with The Blackstone Group Inc. (collectively, the “Blackstone Investors”) entered into a letter agreement with the Company and certain investment funds affiliated with Bain Capital Private Equity, L.P. (collectively, the “Bain Investors”) pursuant to which the Blackstone Investors irrevocably waived their rights under the Investor Agreement, dated as of June 26, 2014, by and among the Company, the Blackstone Investors and the Bain Investors, to nominate and/or designate persons to the Board. In addition, the Blackstone Investors agreed that, with respect to any vote, consent or other approval to come before the Company’s stockholders, they would vote their shares of the Company’s common stock in excess 9.99% of the outstanding common stock in the same manner and in the same proportion as those shares voted by the other holders of the Company’s common stock.
The foregoing description of the letter agreement does not purport to be complete and is qualified in its entirety by the full text of the agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number |
Description | |
10.1 | Letter agreement, dated October 11, 2019, by and among The Michaels Companies, Inc. and certain investment funds affiliated with The Blackstone Group Inc. and Bain Capital Private Equity, L.P. | |
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101) |
SIGNATURE
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 thereunto duly authorized.
THE MICHAELS COMPANIES, INC. | ||
By: | /s/ Navin Rao | |
Name: | Navin Rao | |
Title: | Vice President and Secretary |
Date: October 11, 2019