TUESDAY MORNING CORPORATION (NASDAQ:TUES) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

TUESDAY MORNING CORPORATION (NASDAQ:TUES) 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.

(d) On November16, 2016, the Board of Directors (the Board) of
Tuesday Morning Corporation (the Company), upon recommendation of
the Nominating and Governance Committee of the Board, increased
the size of the Board by one member and elected Barry S. Gluck to
serve as an independent director of the Company, effective
January1, 2017. Mr.Gluck was elected to serve until his term
expires at the Companys next annual meeting of stockholders to be
held in 2017 and until his successor is duly elected and
qualified, or until his earlier death, resignation, retirement or
removal. There are no understandings or arrangements between
Mr.Gluck and any other person to which he was selected to serve
as a director of the Company and there are no reportable
transactions under Item 404(a)of Regulation S-K. In conjunction
with the appointment of Mr.Gluck to the Board, after he takes
office he will be awarded shares of restricted stock valued at
$70,000 on the date of grant.

Mr.Gluck will receive compensation for his service on the Board
in accordance with the Companys standard compensatory
arrangements for independent directors. These arrangements
include an annual cash retainer in the amount of $60,000 (which
was increased from $50,000 by the Board on November16, 2016) and
an annual restricted stock award valued at $70,000. In addition,
Mr.Gluck will be reimbursed for his out-of-pocket expenses
incurred in attending Board meetings and will receive the
standard 20% discount on merchandise purchases provided to all of
the Companys employees.

(e) As reported below, at the Companys 2016 Annual Meeting of
Stockholders (the 2016 Annual Meeting) held on November16, 2016,
the Companys stockholders approved amendments to the Tuesday
Morning Corporation 2014 Long-Term Incentive Plan (the 2014 Plan)
to increase the number of shares of the Companys common stock
available for issuance under the 2014 Plan and to make additional
amendments to the 2014 Plan as described below. The Board
previously adopted the amendments, subject to stockholder
approval at the 2016 Annual Meeting.

The amendments made the following changes to the 2014 Plan:

IncreaseinAuthorizedShares		Theamendmentsincreasethenumberofsharesauthorized forissuanceunderthe2014Planby2,500,000shares.
Remove Liberal Share Recycling Provision for 2014 Plan Awards		The amendments provide that shares surrendered in payment of the exercise price of an award granted to the 2014 Plan or shares withheld for payment of applicable employment taxes and/or withholding obligations resulting from the vesting or exercise of an award granted to the 2014 Plan will be counted against the maximum number of shares authorized for issuance under the 2014 Plan.
Reduce the Number of Shares Exempt from Minimum Vesting		The amendments reduce the number of shares of the Companys common stock that may be delivered to awards under the 2014 Plan that are exempt from minimum vesting requirements from 10% to 5% and require that the vesting of any stock option award may not occur sooner than one year following the date of grant, or if earlier, the participants death, total and permanent disability, retirement or, in the two-year period following a change in control, if the participant is terminated without cause or a participant terminates his or her service for good reason.
Eliminate Board Discretion to Accelerate Vesting of Awards Upon a Change in Control		The amendments eliminate the Boards discretion to accelerate the vesting of outstanding and unvested awards upon a change of control and require a double-trigger for vesting whereby such awards would only accelerate in full if a participant is terminated without cause or a participant terminates his or her service for good reason on or within two years after a change in control. In connection with the cash-out of awards in a change of control where the acquirer or surviving or resulting corporation does not agree to assume such awards, the Board may cancel unvested portions of such awards for no consideration unless otherwise determined by the Board.

About TUESDAY MORNING CORPORATION (NASDAQ:TUES)
Tuesday Morning Corporation is an off-price retailer. The Company specializes in selling discounted, upscale decorative home accessories, housewares, seasonal goods and famous-maker gifts. The Company operated 751 stores in 40 states in the United States, as of June 30, 2016. The Company offers products in a range of categories, such as home decor, furniture, bed and bath, kitchen, toys, crafts, pets and seasonal goods. The Company offers branded merchandise, such as Peacock Alley, Sferra, Lenox, Waterford and Hartmann. In addition to branded goods, it also carries home furnishings items made around the world. The Company’s stores operate in both primary and secondary locations of the suburban markets, such as strip malls, near its middle and upper-income customers. The Company utilizes distribution center facilities in Dallas, Texas and Phoenix, Arizona. TUESDAY MORNING CORPORATION (NASDAQ:TUES) Recent Trading Information
TUESDAY MORNING CORPORATION (NASDAQ:TUES) closed its last trading session up +0.05 at 5.20 with 267,049 shares trading hands.