Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Effective June 3, 2014, the board of directors (the "Board") of Mattress Firm
Holding Corp., a Delaware corporation (the "Company"), approved the expansion of
the size of the Board from eight to nine members. Also effective June 3, 2014,
the Board elected Mr. Robert E. Creager, former Audit Practice Leader at
PricewaterhouseCoopers LLP in Houston, Texas, to fill the vacancy created by the
increase in the size of the Board as a Class I director, with a term expiring at
the annual meeting of the stockholders of the Company held in 2015. Mr. Creager
will also serve on the audit committee of the Board, as its chairman. As an
independent director, Mr. Creager is eligible to receive annual compensation in
the amount of $50,000, paid in cash quarterly, as well as an additional annual
payment of $5,000 for his service as a member of the audit committee and an
additional annual payment of $25,000for his service as the chairman of the audit
committee. The chairman fee and the annual compensation will be pro rated for
fiscal year 2014. In accordance with the Company's Independent Director
Compensation Policy, Mr. Creager is also eligible for a one-time grant of shares
of restricted stock of the Company with an aggregate value of $50,000, which
will vest in full on the first anniversary of the date of grant. A pro rated
grant of shares of restricted stock in respect of the 2014 fiscal year was
approved on June 3, 2014 by the compensation committee of the Board of
In accordance with the Company's customary practice, the Company has entered
into an indemnification agreement with Mr. Creager, which requires the Company
to indemnify him against certain liabilities that may arise in connection with
his status or service as a director. The indemnification agreement also provides
for an advancement of expenses incurred by Mr. Creager in connection with any
proceeding relating to his status as a director. The foregoing description is
qualified in its entirety by the full text of the form of indemnification
agreement, which was filed with the Securities and Exchange Commission (the
"SEC") as Exhibit 10.11 to the Company's Registration Statement on Form S-1
(Registration No. 333-174830), and which is incorporated herein by reference.
There is no arrangement or understanding between Mr. Creager and any other
person pursuant to which Mr. Creager was selected as a director. Other than as
described above, there are no transactions involving Mr. Creager requiring
disclosure under Item 404(a) of Regulation S-K of the SEC.
On June 9, 2014, Mattress Firm Holding Corp., a Delaware corporation (the
"Company"), announced the promotion of Mr. Alex Weiss to the position of
Executive Vice President and Chief Financial Officer of the Company, effective
on the first day of the Company's third fiscal quarter, July 30, 2014. The
announcement was made in conjunction with the announced retirement of Mr. Jim
Black, the Company's current Executive Vice President and Chief Financial
Officer, effective at the end of the current fiscal year, February 3, 2015.
Since April 2013, Mr. Weiss, age 32, has been the Company's Senior Vice
President, Finance focusing on forecasting, budgeting, corporate strategy,
investor relations and mergers and acquisitions. From September 2008 to
April 2013, Mr. Weiss served as Associate and then as Investment Banking Vice
President of Barclays Bank PLC. From July 2004 to September 2008, Mr. Weiss was
an Analyst and then Associate at Lehman Brothers Inc., where he served on the
Investment Banking Global Advisory Committee. Mr. Weiss has experience in a wide
range of investment banking disciplines, including mergers and acquisitions,
debt and equity offerings, strategic analysis and corporate advisory, with a
focus on the bedding sector.
There is no arrangement or understanding between Mr. Weiss and any other person
pursuant to which Mr. Weiss was selected as an officer of the Company. There
are no transactions involving Mr. Weiss requiring disclosure under Item
404(a) of Regulation S-K of the SEC.
Item 9.01 Financial Statements and Exhibits.
99.1 Press Release dated June 9, 2014.