SEARS HOLDINGS CORPORATION (NASDAQ:SHLD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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SEARS HOLDINGS CORPORATION (NASDAQ:SHLD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02.

Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On April 21, 2017, Robert A. Riecker was appointed Chief
Financial Officer of Sears Holdings Corporation (the Company),
effective immediately. Mr.Riecker succeeds Jason M. Hollar, who
notified the Company on April17, 2017 that he was resigning from
his position as Chief Financial Officer of the Company to pursue
another career opportunity. Mr.Hollar has advised the Company
that his decision to resign is not due to any disagreement with
the Company on any matter relating to the Companys operations,
policies or practices.

Mr.Riecker, age 52, has served as Controller and Head of Capital
Markets Activities since October 2016. He joined the Company as
Assistant Controller in October 2005 and served as Vice President
and Assistant Controller from May 2007 to October 2011. From
October 2011 until his election as Vice President, Controller and
Chief Accounting Officer in January 2012, he served as the
Companys Vice President, Internal Audit.

In connection with Mr.Rieckers appointment to the position of
Chief Financial Officer, Mr.Riecker entered into a letter
agreement with the Company (the Letter Agreement). The Letter
Agreement amends prior letter agreements entered into between
Mr.Riecker and the Company dated as of September 28, 2011,
January 29, 2014, August15, 2016 and October5, 2016,
respectively, and provides for the following: (a)Mr.Rieckers
annual base salary was increased to $650,000, effective April21,
2017, and (b)his annual incentive bonus target increased to 50%
of his base salary (or $650,000), and based on his existing
agreements with the Company, his annual incentive bonus for 2017
and 2018 shall be no less than $262,500. For the 2017-2019
long-term compensation opportunities under the Sears Holdings
Corporation Long-Term Incentive Program (the LTIP) and the Sears
Holdings Corporation Cash Long-Term Incentive Plan (the Cash
LTI), Mr.Rieckers target incentive opportunity will be 50% of his
base salary (or $650,000), of which 75% is under the LTIP and 25%
is under the Cash LTI. to Mr.Rieckers letter agreement with the
Company dated January29, 2014, Mr.Riecker remains eligible to
receive a $50,000 project bonus upon the completion or conclusion
of a spin-off of one of the Companys business units.
Additionally, under an existing special retention award agreement
entered into between Mr.Riecker and the Company on August27,
2015, Mr.Riecker remains eligible to receive a $212,500 retention
bonus in August 2017, subject to the terms and conditions of the
agreement. There were no changes to the existing executive
severance agreement between Mr.Riecker and the Company, dated
October1, 2011, as previously amended by the letter agreement
dated October5, 2016, which agreement is consistent with the
Companys standard form of executive severance agreement for other
senior executives.

There are no family relationships, as defined in Item 401 of
Regulation S-K, between Mr.Riecker and any of the Companys
executive officers or any of the Companys directors. There is no
arrangement or understanding between Mr.Riecker and any other
person to which Mr.Riecker was appointed to his position. There
are no transactions in which Mr.Riecker has an interest requiring
disclosure under Item 404(a) of Regulation S-K.

Additionally, as part of the Companys previously announced
initiatives to simplify its organizational structure, effective
as of May15, 2017, Girish Lakshman will depart from his position
as President, Fulfillment Supply Chain and Sourcing of the
Company. Mr.Lakshman is entitled to certain benefits and is
subject to certain restrictions under the terms of his existing
agreements with the Company, as further described in the Companys
definitive proxy statement on Schedule 14A, filed with the
Securities and Exchange Commission on March31, 2017.

Item7.01. Regulation FD Disclosure.

On April21, 2017, the Company issued a press release regarding
its progress and further actions under its strategic
restructuring program. The press release is attached hereto as
Exhibit 99.1 and is incorporated by reference herein.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit99.1 Press Release, dated April21, 2017

This information in Item 7.01 of this Current Report on
Form8-K,included the press release incorporated in such Item
7.01, shall not be deemed filed for purposes of Section18 of the
Securities Exchange Act of 1934, as amended, nor shall it be
incorporated by reference in any filing under the Securities Act
of 1933, as amended, except as expressly set forth by specific
reference in such filing.


About SEARS HOLDINGS CORPORATION (NASDAQ:SHLD)

Sears Holdings Corporation is an integrated retailer. The Company is the parent company of Kmart Holding Corporation (Kmart) and Sears, Roebuck and Co. (Sears). It operates through two segments: Kmart and Sears Domestic. It operates approximately 940 Kmart stores across over 50 states, Guam, Puerto Rico and the United States Virgin Islands. Kmart stores carry an array of products across various merchandise categories, including seasonal merchandise, toys, lawn and garden equipment, food and consumables and apparel, including products sold under labels, such as Jaclyn Smith, Joe Boxer and Alphaline and certain Sears brand products (such as Kenmore, Craftsman and DieHard) and services. Its Sears Domestic segment’s operations consist of full-line stores, specialty stores, commercial sales and home services. Full-line stores offer an array of products and service offerings across various merchandise categories, including appliances, consumer electronics/connected solutions and tools.

SEARS HOLDINGS CORPORATION (NASDAQ:SHLD) Recent Trading Information

SEARS HOLDINGS CORPORATION (NASDAQ:SHLD) closed its last trading session down -0.25 at 13.39 with 1,619,868 shares trading hands.

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