FRED’S, INC. (NASDAQ:FRED) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.

Director Appointment

On April 5, 2017, upon the recommendation of the Nominating
Committee of the Board of Directors (the Board) of Freds, Inc.
(the Company), the Board increased the size of the Board from ten
members to eleven members and appointed Ms. Linda Longo-Kazanova
to fill the vacancy created by the increase in the size of the
Board. Ms. Longo-Kazanova will serve until, and is expected to be
nominated for re-election at, the 2017 Annual Meeting of
Shareholders of the Company (the 2017 Annual Meeting).

Ms. Longo-Kazanova most recently served as Chief Human Resources
Officer at Keurig Green Mountain, Inc. (Keurig). Prior to working
at Keurig, she served as Vice President, Human Resources and
Medical at Burlington Northern Santa Fe Corporation from 2007 to
2010, and as Senior Vice President, Human Resources and Business
Optimization, at Bell and Howell Company (later known as ProQuest
Company) from 2000 to 2007. She also worked at Kraft Foods, Inc.
from 1985 to 1995 where she served in a number of positions
including Global Director, Management and Organization
Development. Ms. Longo-Kazanova has served as a board member for
Susan G. Komen For the Cure, Fort Worth and as a Trustee for
Trinity Valley School in Fort Worth, Texas. Ms. Longo-Kazanova
holds a Ph.D. in psychology from Northwestern University, a
Masters in counseling psychology and a Bachelors in anthropology
from University of Delaware.

The Board determined that Ms. Longo-Kazanova does not have any
relationship with the Company or its subsidiaries, either
directly or indirectly, that would be inconsistent with a
determination of independence under the applicable rules and
regulations of The NASDAQ Stock Market LLC and the U.S.
Securities and Exchange Commission. Ms. Longo-Kazanova has been
appointed to the Compensation Committee of the Board. Ms.
Longo-Kazanova will receive compensation for serving on the Board
to the Companys non-employee director compensation guidelines.

Ms. Longo-Kazanova was not appointed as a director to any
arrangement or understanding with any person, or is a participant
in any related party transaction required to be reported to Item
404(a) of Regulation S-K.

Director Retirement

On April 4, 2017, Mr. Steven R. Fitzpatrick notified the Company
that he has decided not to stand for re-election at the 2017
Annual Meeting. Mr. Fitzpatricks decision not to stand for
re-election to the Board was not the result of any disagreement
with the Company, its management or its operations, policies or
practices.

ITEM 7.01. REGULATION FD DISCLOSURE.

On April 6, 2017, the Company issued a press release regarding
the director appointment and retirement described above. The full
text of this press release is attached to this report as Exhibit
99.1 and is incorporated herein by reference.

to the rules and regulations of the U.S. Securities and Exchange
Commission, the information furnished to Item 7.01 of this report
is deemed to have been furnished and shall not be deemed to be
filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of
that section. Such information shall not be incorporated by
reference into any filing of the Company, whether made before or
after the date hereof, regardless of any general incorporation
language in such filing.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

About FRED’S, INC. (NASDAQ:FRED)

Fred’s, Inc. (Fred’s) is engaged in the sale of general merchandise through its retail discount stores and full service pharmacies. The Company sells general merchandise to its over 20 franchisees. The Company has approximately 660 retail stores, over 370 pharmacies, and approximately three specialty pharmacy facilities located in over 15 states mainly in the Southeastern United States. The Company is licensed to dispense pharmaceuticals in approximately 50 states. The Company operates approximately 640 company-owned stores, including over 60 express stores (or Xpress stores). Fred’s is a combination of pharmacy, dollar store and mass merchant strategically located in smaller markets. It offers various product categories, including consumables, such as tobacco, food and beverage, prescription pharmaceuticals, paper and cleaning supplies, pet supplies, health and beauty aids, and discretionary products, such as home decor, seasonal merchandise, auto and hardware, and lawn and garden.

FRED’S, INC. (NASDAQ:FRED) Recent Trading Information

FRED’S, INC. (NASDAQ:FRED) closed its last trading session up +1.74 at 14.29 with 1,849,073 shares trading hands.