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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

Tuesday Morning Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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	(2)	Form, Schedule or Registration Statement No.:

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October 5, 2021

Dear Fellow Stockholder:

We are pleased to invite you to attend our 2021 Annual Meeting on November 16, 2021, at 8:30 a.m. (central time) to be held at the Tuesday Morning Corporate Office, 6250 Lyndon B. Johnson Freeway, Dallas, Texas 75240. At this time, our meeting is planned as an in-person meeting. If conditions require we will hold a virtual meeting following the appropriate notice. The Notice of Annual Meeting and Proxy Statement, following this letter, provides more information regarding the meeting and the business we will conduct at the Annual Meeting.

Fiscal 2021 was a very challenging year. COVID-19 caused significant distress in multiple industries, and tested the strength and resiliency of our Company over the course of the past 18 months. However, our filing of Chapter 11 and our successful emergence from bankruptcy, with repayment to all of our creditors, has only reinforced that Tuesday Morning has tenacity and perseverance in addition to an ability and a willingness to think quickly and move nimbly as we evolve in this unpredictable, ever-changing environment. We are proud of the accomplishments the entire team has made over the past year.

Our Board’s active oversight has been integral to our success in helping management navigate the challenges and impacts associated with the COVID-19 pandemic with their diverse viewpoints, financial acumen and deep industry knowledge and expertise.

We are very excited about the new chapter we have begun. This starts with our strong new leadership team. These new leaders have extensive experience and exceptional track records to return Tuesday Morning to a leader in the off-price segment. Despite near term headwinds, we see tremendous opportunity over the long term for Tuesday Morning. With our team now in place, we are focused on improving our execution of the off-price model across all areas of the organization. We have a strong brand, loyal customers, and an opportunity to grow. Thank you for your continued support, trust and investment in Tuesday Morning. We look forward to your participation at our Annual Meeting.

Attached is our Notice of Annual Meeting. YOUR VOTE IS VERY IMPORTANT TO US. Whether or not you plan to attend the Annual Meeting, we urge you to please cast your vote as soon as possible via the Internet, telephone or mail. We have chosen to furnish our proxy statement and annual report to our stockholders over the internet, electronically by email for stockholders who have previously consented to electronic delivery or who have requested to receive the proxy materials by email or, upon request, in printed form by mail. Our proxy statement will instruct you how to vote your shares. Your vote is important. Thank you for your investment in Tuesday Morning.

	Sincerely,

	Sherry M. Smith			Fred Hand
	Chair of the Board			Chief Executive Officer

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TUESDAY MORNING CORPORATION
6250 LBJ Freeway
Dallas, Texas 75240

Notice of Annual Meeting of Stockholders

To Be Held November 16, 2021

The 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Tuesday Morning Corporation (the “Company”) will be held at Tuesday Morning Corporation’s Headquarters, 6250 LBJ Freeway, Dallas, Texas 75240, on November 16, 2021 at 8:30 a.m., central time. For directions to the Annual Meeting, please write to our Corporate Secretary at Tuesday Morning Corporation, 6250 LBJ Freeway, Dallas, Texas 75240. At the Annual Meeting, the Company will ask the stockholders to:

Elect eight directors to the Board of Directors;

Approve, on an advisory basis, the Company’s executive compensation;

Ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2022; and

Transact any other business that may properly come before the Annual Meeting or any postponement or adjournment thereof.

This Notice of Annual Meeting, the Proxy Statement for the Annual Meeting and our Annual Report for fiscal 2021 are being made available to our stockholders on or about October 5, 2021 on the internet, electronically by email for stockholders who have previously consented to electronic delivery or who have requested to receive the proxy materials by email or, upon request, in printed form by mail.

Only stockholders of record at the close of business on September 21, 2021 are entitled to notice of, and to vote at, the Annual Meeting or any postponement or adjournment thereof. If you are the beneficial owner of shares of our common stock held in “street name,” you will receive voting instructions from your broker, bank or other nominee (the stockholder of record), which will provide you with details as to how to vote these shares. Additionally, you may vote these shares in person at the Annual Meeting if you have requested and received a legal proxy from your broker, bank or other nominee giving you the right to vote the shares at the Annual Meeting, and you complete the legal proxy and present it to us at the Annual Meeting. Stockholders of record may vote over the internet, by telephone, by mail if you received a printed set of proxy materials or in person at the Annual Meeting.

Under applicable rules, if you hold your shares in street name, brokers, banks or other nominees will not have discretion to vote these shares on the election of directors and the advisory vote on executive compensation. Accordingly, if your shares are held in street name and you do not submit voting instructions to your broker, bank or other nominee, these shares will not be counted in determining the outcome of these proposals at the Annual Meeting. We encourage you to provide voting instructions to your broker, bank or other nominee if you hold your shares in street name so that your voice is heard on these matters.

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Thank you for your continued support of and interest in Tuesday Morning Corporation.

				By Order of the Board of Directors,

				Bridgett C. Zeterberg Secretary
				Dallas, Texas October 5, 2021

YOUR VOTE IS IMPORTANT

Your vote is important. We urge you to review the accompanying Proxy Statement carefully and to submit your proxy as soon as possible so that your shares will be represented at the meeting.

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TUESDAY MORNING CORPORATION
6250 LBJ Freeway
Dallas, Texas 75240

PROXY STATEMENT

for the

ANNUAL MEETING OF STOCKHOLDERS

to be held on

Tuesday, November 16, 2021

This Proxy Statement and the related proxy materials are being furnished to stockholders of Tuesday Morning Corporation, a Delaware corporation, on or about October 5, 2021, on the internet, electronically by email for stockholders who have previously consented to electronic delivery or who have requested to receive our proxy materials by email, or, upon request, in printed form by mail. The Board of Directors of the Company (the “Board of Directors” or the “Board”) is soliciting your proxy for use at the Annual Meeting of Stockholders to be held on November 16, 2021, at 8:30 a.m., central time, at our corporate headquarters located at 6250 LBJ Freeway, Dallas, Texas 75240, and at any and all adjournments or postponements thereof (the “Annual Meeting”). For directions to the Annual Meeting, please write to our Corporate Secretary at Tuesday Morning Corporation, 6250 LBJ Freeway, Dallas, Texas 75240. At the Annual Meeting, our stockholders will act upon the matters outlined in the Notice of Annual Meeting of Stockholders and described in more detail in this Proxy Statement.

As used in this Proxy Statement, the terms “Tuesday Morning,” “Company,” “we,” “us,” and “our” refer to Tuesday Morning Corporation.

Important Notice Regarding Internet Availability

In accordance with rules adopted by the Securities and Exchange Commission (“SEC”), we may furnish proxy materials, including this Proxy Statement and the Company’s 2021 Annual Report to Stockholders, by providing access to these documents on the internet instead of mailing a printed copy of our proxy materials to our stockholders. Based on this practice, most of our stockholders receive a Notice of Internet Availability of Proxy Materials (the “Notice”), which provides instructions for accessing our proxy materials on a website referred to in the Notice and for requesting to receive printed copies of the proxy materials by mail or electronically by email.

If you would like to receive a paper or email copy of our proxy materials for our Annual Meeting or for all future meetings, please follow the instructions for requesting such materials included in the Notice. Please note that if you previously requested or consented to delivery of our proxy materials by mail or electronically via email, you did not receive the separate Notice. Instead, we sent you a full set of our proxy materials, which includes instructions for voting on the proposals described in this Proxy Statement. We believe the delivery options that we have chosen allow us to provide our stockholders with the proxy materials they need, while lowering the cost of the delivery of such materials and reducing the environmental impact of printing and mailing paper copies.

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PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Annual Meeting Information

	Time and Date:			8:30 a.m., central time, on Tuesday, November 16, 2021
	Place:			Tuesday Morning Corporation 6250 LBJ Freeway Dallas, Texas 75240
	Record Date:			September 21, 2021
	Voting:			Only stockholders of record at the close of business on September 21, 2021 are entitled to notice of, and to vote at, the Annual Meeting.
	How to Vote:			If you are a stockholder of record, you may vote over the internet, by telephone, by mail if you received a printed set of proxy materials or in person at the Annual Meeting. If you are a beneficial owner of shares of our common stock held in “street name,” you may vote in accordance with the instructions you receive from your broker, bank or other nominee (the stockholder of record).
	Attending the Annual Meeting:			All stockholders as of the close of business on the Record Date, or their duly appointed proxies, may attend the Annual Meeting. Please note that if you hold your shares in “street name” through a broker, bank or other nominee, you will need to bring either (i) a legal proxy from your broker, bank or other nominee (the stockholder of record) or (ii) a recent brokerage statement reflecting your stock ownership and a validly government issued ID, and check in at the registration desk at the Annual Meeting. See “Questions and Answers About the Annual Meeting and Voting Procedures” later in this Proxy Statement for additional information.

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Annual Meeting Agenda and Voting Recommendations

Proposal		Board’s Voting Recommendation	Page
No. 1.	Election of Directors	“FOR” each director nominee	7
	The Company is asking stockholders to elect eight director nominees to the Board. The Board believes that the nominees possess the necessary experience, qualifications, attributes and skills to serve as directors.	“FOR” each director nominee	7

No. 2.	Advisory Vote on Executive Compensation	“FOR”	10
	The Company is asking stockholders to approve, on an advisory basis, the compensation for the named executive officers disclosed in these proxy materials.	“FOR”	10

No. 3.	Ratification of Selection of Independent Registered Public Accounting Firm	“FOR”	11
	The Company and the Audit Committee are asking stockholders to ratify the engagement of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2022.	“FOR”	11

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Board Nominees

The following table provides summary information about each director nominee.

Name

Age

Director
Since

Principal Occupation

Committee Memberships

Sherry M. Smith(1,2)

2014

Former Chief Financial Officer and Executive Vice President of SUPERVALU, Inc.

Nominating and Governance

Fred Hand

2021

Chief Executive Officer of Tuesday Morning Corporation

N/A

Anthony F. Crudele(2)

2020

Former Executive Vice President, Chief Financial Officer of Tractor Supply

Audit

Douglas J. Dossey(2)

2020

Co-Founder and Co-Managing Partner of Tensile Capital Management LP

Compensation (Chair)

Frank M. Hamlin(2)

2014

Former Executive Vice President, Chief Customer Officer of GameStop Corporation

Nominating and Governance, Compensation

W. Paul Jones(2)

2020

Former Chief Executive Officer of Payless ShoeSource

Nominating and Governance, Compensation

John Hartnett Lewis(2)

2020

Chief Executive Officer and Chief Investment Officer of Osmium Partners, LLC

Nominating and Governance (Chair)

Reuben E. Slone(2)

2019

Executive Vice President, Supply Chain of Advance Auto Parts, Inc.

Audit, Compensation

(1)

Independent Chairperson of the Board

(2)

Independent Director

Richard S Willis will not be standing for re-election at the Annual Meeting and the size of the Board will be reduced to eight members immediately prior to the Annual Meeting. The Board thanks Mr. Willis for his years of service to the Company.

Corporate Governance Highlights

•

During the fiscal year ended June 30, 2021, all directors (other than our Chief Executive Officer) were independent and met regularly in executive session.

•

The roles of Chief Executive Officer and Chairperson of the Board are separate.

•

Only independent directors are Committee members.

•

All directors are elected annually.

•

The Board has a robust director nominee selection process.

•

The Board has stock ownership guidelines for directors and executive officers.

•

The Company has anti-hedging and anti-pledging policies.

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•

The Company has a robust clawback policy.

•

Board, Committee and director performance evaluations are performed annually.

•

The Board and Committees are responsible for risk oversight.

•

All of our directors attended at least 75% of the meetings of the Board and Committees on which they served during the 2021 fiscal year.

Fiscal 2021 Review

The last half of fiscal 2020 was significantly impacted by the COVID-19 pandemic. In March 2020 the COVID-19 pandemic caused major disruptions to our business and had a significant adverse effect on our business, financial performance, operating results, liquidity and cash flow. Throughout the pandemic our top priority has been the safety of our associates and customers. In light of that, in March 2020, we temporarily closed all of our stores nationwide, severely reducing revenues and resulting in significant operating losses and the elimination of substantially all operating cash flow. Stores gradually reopened as allowed by state and local jurisdictions, and all but two of our stores had reopened as of the end of June 2020. These closures led us to make the very difficult decision to furlough most store and many corporate and distribution center associates. During this time we continued to provide benefits including paying 100% of the cost for our associates with medical benefits. We recalled these associates as our stores reopened.

The adverse impact of the pandemic and resultant stores closures was significant, and in May 2020, we filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code. During the pendency of our bankruptcy cases, we continued to operate our businesses as “debtors-in-possession” under the jurisdiction of the bankruptcy court. In early June 2020, in accordance with the orders of the bankruptcy court, we commenced the process to close some of our lower performing stores. In total, we closed 197 stores during fiscal 2021. In addition, we also closed our Phoenix, Arizona distribution center in the second quarter of fiscal 2021.

On December 23, 2020, the bankruptcy court entered an order confirming our Plan of Reorganization. On December 31, 2020, all of the conditions precedent to the Plan of Reorganization were satisfied and we legally emerged from bankruptcy, resolving all material conditions precedent listed in the Plan of Reorganization. In connection therewith, we completed debt financing and sale-leaseback transactions contemplated by the Plan of Reorganization. These transactions, together with the equity financing described below, allowed us to obtain the funding needed to repay all allowed claims of our creditors in full and to operate our business going forward.

In addition to repayments to our creditors, we also provided our equity holders with continued ownership through our Plan of Reorganization. At the close of business on January 4, 2021, each outstanding share of our common stock was exchanged for (1) a new share of our common stock and (2) a right to purchase a pro rata portion of the $24 million of shares available to our shareholders in a $40 million rights offering (the “Rights Offering”). Through the Rights Offering, which closed in February 2021, eligible holders of our common stock purchased approximately $19.8 million of shares of our common stock at a price of $1.10 per share. As a result, existing holders of our common stock retained a significant portion of our equity following our emergence.

Following our successful emergence, we conducted a thorough and focused search to enhance our executive team. In May 2021, we strengthened our executive team with the addition of Fred Hand as Chief Executive Officer. Under Mr. Hand’s leadership, the following additional executives have joined the Company: Marc D. Katz as Principal and Chief Operating Officer, Paul G. Metcalf as Principal and Chief Merchant, Jennifer N. Robinson as Executive Vice President and Chief Financial Officer, and William M. Bauman as Executive Vice President and Chief Information Officer. These newly hired executives together with Phil D. Hixon, our Executive Vice President of Stores and Real Estate, Bridgett C. Zeterberg, our Executive Vice President Human Resources, General Counsel and Corporate Secretary and Catherine Davis, our Senior Vice President of Marketing, have extensive experience in the retail industry and in the off-price segment. With this executive team we are

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confident that we have the right leaders with the right experience in place to drive results for the Company and our stockholders.

Despite near term headwinds, we see tremendous opportunity over the long term for Tuesday Morning. With our team now in place, we are focused on improving our execution of the off-price model across all areas of the organization. We have a strong brand, loyal customers, and an opportunity to grow store count in a meaningful way. We have confidence in our ability to transform Tuesday Morning into a world class off-price home goods retailer.

Executive Compensation Highlights

Our executive compensation philosophy is to pay for the creation of long-term value for our stockholders. Accordingly, our program is designed to reward performance linked to the creation of stockholder value and to support executive recruitment, engagement and retention. A significant portion of the executives’ total direct compensation is based on the Company’s performance and improving stockholder value. This philosophy is reflected in the design of our executive’s pay, generally, and both our short-term cash incentive and long-term equity incentive programs, specifically. We believe that performance-based and equity compensation better align the interests of executives and stockholders.

In fiscal 2021 none of our executives received base pay salary increases and our annual short and long-term incentive programs were suspended due to the pendency of the bankruptcy proceedings. We implemented a compensation program in fiscal 2021 that was designed to incent our executives to achieve a successful emergence and position the Company to create long-term stockholder value. As a result, our compensation program for fiscal 2021 included a mix of annual base salary and retention incentives put in place in May 2020, to retain key executives through emergence. Following our emergence, to enhance our management team by attracting new executives and retain key existing members of our team, we used a mix of additional incentives, including employment agreements, long-term incentive awards and inducement awards.

As we move forward with our new executive team in place in fiscal 2022 we have returned to the key elements of our pay for performance philosophy which are explained in further detail below.

Some of the compensation “best practices” we employ in furtherance of our philosophy include:

Compensation Governance – What We Do & What We Don’t Do

✓	What We Do	✗	What We Don’t Do
✓	Annual “Say on Pay” vote	✗	No discretionary bonuses paid to permanent NEOs when performance results are below threshold performance
✓	Pay for performance culture, emphasis on performance-based compensation	✗	No tax gross-up upon change-in-control
✓	Meaningful executive ownership guidelines that create a line of sight between stockholders and executive officers	✗	No repricing of stock options and no liberal share recycling
✓	Executive equity retention/holding requirements, clawback policy	✗	No across-the-board pay increases
✓	Manage compensation risk by using a variety of financial metrics in pay programs and capping payouts	✗	No formal non-qualified benefits or perquisite programs
✓	Regular review of share utilization	✗	No hedging or pledging of stock
✓	Use of independent compensation consultant	✗	No pension or executive SERP

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Proposal No. 1
Election of Directors

At the Annual Meeting, the holders of Common Stock as of the Record Date will consider and vote upon the election of eight directors. The Board nominated Sherry M. Smith, Fred Hand, Anthony F. Crudele, Douglas J. Dossey, Frank M. Hamlin, W. Paul Jones, John Hartnett Lewis and Reuben E. Slone for election as directors of the Company. Each nominee is currently serving as a director, and each agreed to stand for re-election to our Board. See “Corporate Governance – Post-Emergence Board Composition and Directors Agreement” for additional information regarding the appointment of directors following our emergence from bankruptcy.

If they are elected, each of the nominees will continue to serve until their successors are duly elected and qualified at the next annual meeting of stockholders, or until their earlier death, resignation or removal. Should any nominee become unable or unwilling to accept nomination for election, which is not currently anticipated, the Board may designate a substitute nominee or reduce the number of directors accordingly. The proxy holders will vote for any substitute nominee designated by the Board. Each of the Board’s nominees has indicated his or her willingness to serve the full term.

The following is biographical information about each of the nominees to the Board of Directors, including the specific experience, qualifications, attributes and skills of the nominees that led to the conclusion that each of the nominees should serve as a director of the Company, in light of the Company’s business and structure:

Sherry M. Smith, age 60, joined the Board of Tuesday Morning as a Director in April 2014, and has served as Chairperson of the Board of the Company since December 2020. Ms. Smith served in various positions with SUPERVALU, Inc., a grocery retailer and food distributor, from 1987 to 2013. Ms. Smith served as Chief Financial Officer and Executive Vice President of SUPERVALU, Inc. from December 2010 until August 2013, and she previously served as Senior Vice President, Finance from 2006 until 2010, Senior Vice President, Finance and Treasurer from 2002 until 2005, and in various other capacities with SUPERVALU, Inc. prior to 2002. Ms. Smith has served on the Board of Directors of Deere & Company, a manufacturer and distributor of agricultural, turf, construction and forestry equipment, since December 2011. Ms. Smith has served on the Board of Directors of Realogy Holdings Corporation since December 2014; Ms. Smith has served on the Board of Directors of Piper Sandler Corp since January 2016. From January 2015 to December 2018, Ms. Smith served on the Financial Accounting Standards Advisory Council (FASAC), a group that advises the Financial Accounting Standards Board (FASB) on strategic issues, project priorities and other matters. In nominating Ms. Smith to serve as a director of the Company, the Board of Directors considered her leadership qualities developed from her experience while serving as a senior executive and as Chief Financial Officer of SUPERVALU, Inc., the breadth of her experiences in auditing, finance, accounting, compensation, strategic planning, and other areas of oversight, and her subject matter knowledge in the areas of finance and accounting and other board experience.

Fred Hand, age 57, has served as a director of Tuesday Morning since his appointment as its Chief Executive Officer in May 2021. Prior to becoming CEO of Tuesday Morning, Mr. Hand served in various capacities at Burlington Stores, Inc. where he was most recently Principal and Chief Operating Officer leading its store and real estate organizations. His prior roles at Burlington included Chief Customer Officer/Principal, and Executive Vice President of Stores. Prior to joining Burlington, Mr. Hand served as Senior Vice President and Group Director of Stores of Macy’s, Inc., Senior Vice President, Stores and Visual Merchandising of Filene’s Department Stores, and also held various positions at The May Department Stores Company, including Area Manager, General Manager, and Regional Vice President. In nominating Mr. Hand to serve as a director of the Company, the Board of Directors considered the insights Mr. Hand brings through his demonstrated off-price experience and leadership, including his extensive focus in operating and merchandising.

Anthony F. Crudele, age 64, has served as a director of Tuesday Morning since December 2020. Mr. Crudele has been a member of the Board of Directors of Hibbett Sports, Inc. (NASDAQ:HIBB)

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since May 2012 and currently serves as the Chairman of the Board. He holds a Bachelor of Business Administration degree in Accounting from the University of Notre Dame. Mr. Crudele served as the Executive Vice President, Chief Financial Officer and Treasurer of Tractor Supply Company (TSC) from May 2007 through February 2017 and previously served as their Senior Vice President, Chief Financial Officer and Treasurer since joining the company in September 2005. Prior to that time, he served as Executive Vice President and Chief Financial Officer of Gibson Guitar from 2003 to 2005; as Executive Vice President and Chief Financial Officer of Xcelerate Corp from 2000 to 2003; and in senior financial roles at The Sports Authority from 1989 to 1999, including Senior Vice President and Chief Financial Officer from 1996 to 1999. Mr. Crudele is a certified public accountant and began his career in 1978, spending the majority of his public accounting tenure at the international accounting firm of Price Waterhouse.

Douglas J. Dossey, age 49, has served as a director of Tuesday Morning since December 2020. Mr. Dossey is Co-Founder and Co-Managing Partner of Tensile Capital Management LP (”TCM”). He leads the firm’s private equity investment activities and focuses on sourcing, researching, and executing public and private investments. Prior to Tensile, Mr. Dossey was a Managing Partner, member of the Investment and Management Committees and the Head of Private Equity at Blum Capital Partners, L.P. Previously, Mr. Dossey was a Managing Director and Co-Owner of FdG Associates LLC and, prior to FdG, was an investment banking Analyst and Associate with Merrill Lynch & Co. He has served on 28 boards of directors, including 14 as Chairman.

Frank M. Hamlin, age 53, has served as a director of Tuesday Morning since April 2014. Most recently, from August 2018 through April 2021, Mr. Hamlin was Executive Vice President, Chief Customer Officer of GameStop Corporation (“GameStop”), a global, multichannel video game, consumer electronics and wireless services retailer. Mr. Hamlin had previously served as Chief Marketing Officer of GameStop from June 2014 to August 2016. Mr. Hamlin served as Chief Marketing Officer of Spence Diamonds from May 2018 to August 2018 and as Executive Vice President and Chief Marketing Officer for Tailored Brands, Inc., a leading national menswear retailer from September 2017 to May 2018. Mr. Hamlin previously served as Executive Vice President and GM, Marketing and E-Commerce of Guitar Center, Inc., a musical instruments retailer, from June 2010 until May 2014, and as Executive Vice President and Chief Operating Officer of e-Miles, LLC, an interactive marketing company, from February 2007 to June 2010. From July 2004 until February 2007, he was Director of Marketing, Central Market Division for H.E. Butt Grocery, a fresh, specialty and prepared foods retailer. Prior to that time, Mr. Hamlin held various positions with Brierley & Partners, e-Rewards, Inc., Arista Records and The Walt Disney Company. In nominating Mr. Hamlin to serve as a director of the Company, the Board of Directors considered the various senior executive-level positions he previously held with retail service companies, as well as his extensive experience in marketing, branding strategy and customer engagement.

W. Paul Jones, age 60, has served on the Board of Directors of Tuesday Morning since 2020. Mr. Jones served on the Board of Directors of JC Penney Company, Inc. from 2019 through 2020 where he served on the Corporate Governance Committee and on the Human Resources and Compensation Committee. Prior to serving on the JC Penney board, Mr. Jones was Chief Executive Officer of Payless ShoeSource, Inc. (Footwear retailer) from 2012 to 2017 when he retired. Payless ShoeSource, Inc. filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code in April 2017. Prior to serving as CEO of Payless ShoeSource, Inc., Mr. Jones was President, Chairman and Chief Executive Officer of Shopko Stores, Inc. (General Merchandise retailer) from 2009 to 2012, and President and Chief Merchandising Officer of Shopko Stores, Inc. from 2007 to 2009. Mr. Jones was also Senior Vice President, Merchandising for Kohl’s Corporation (Department store) from 1997 to 2004. Prior to Kohl’s, Mr. Jones spent 12 years with May Department Stores Company in progressive leadership roles within merchandising.

John Hartnett Lewis, age 48. In 2002, Mr. Lewis co-founded Osmium Partners LLC., ("Osmium Partners"), an investment management firm that focuses on investing in smaller publicly traded public companies. Mr. Lewis serves as the CEO and as the Chief Investment Officer of Osmium Partners. From July 2014 through November 2017, Mr. Lewis served as a member of the Board of Directors of Spark Networks Inc. (now Spark Networks SE) where he served as Chairman of the

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Nominating Committee, a Member of the Compensation Committee, and on the Audit Committee. From October 2015 through August 2017, he served as a member of the Board of Directors of Intersections, Inc. where he served as a member of the Risk Committee.

Reuben E. Slone, age 59, has served as a director of Tuesday Morning since June 2019. Mr. Slone is currently Executive Vice President, Supply Chain at Advance Auto Parts, Inc. (NYSE: AAP) and sat on the Board of Directors from March 2016 to October 2018. Mr. Slone is a seasoned supply chain executive with experience across multiple consumer-facing industry sectors at best-in-class companies. Previous to Advance Auto Parts, Inc., Mr. Slone was Senior Vice President, Supply Chain at Walgreens, a pharmaceutical retailer from May 2012 to October 2018. From November 2004 until May 2012, Mr. Slone was Executive Vice President, Supply Chain, and General Manager, Services at Office Max. From April 2000 to November 2004, Mr. Slone held various positions at Whirlpool Corporation including Vice President Global Supply Chain, Vice President North American Region Supply Chain and Vice President, Global eBusiness. From February 1997 to March 2000, Mr. Slone was eGM Director, Global eSales and Director, Global Manufacturing Strategic Process and System Alignment at General Motors Corporation. Prior to that time, Mr. Slone held various positions with Federal-Mogul Corporation, Electronic Data Systems, Ernst & Young and Engineering Technology LTD. In nominating Mr. Slone to serve as a director of the Company, the Board of Directors considered his leadership qualities developed from his experience while serving as a senior supply chain executive with Advance Auto Parts, Walgreens, Office Max and Whirlpool, his other board experience, as well as his general business and financial acumen.

The Board of Directors unanimously recommends that you vote “FOR” the election of each of the Board’s nominees.

SEC Form DEF 14A filed by Tuesday Morning Corp.