Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 28, 2022, each of Anthony F. Crudele, Marcelo Podesta and Reuben E.
Slone (collectively, the "Resigning Directors") resigned from the board of
directors of Tuesday Morning Corporation (the "Company"). In connection with the
resignation of the Resigning Directors, there were no disagreements between any
of the Resigning Directors and the Company relating to matters concerning the
Company's operations, policies or practices. The resignations of the Resigning
Directors were in accordance with the terms of the note purchase agreement
relating to the Company's recently completed private placement of $35 million of
convertible debt securities, pursuant to which the board of directors was to be
reconstituted.
On September 28, 2022, each of Andrew T. Berger, Michael Onghai and Z. John
Zhang were elected to serve as members of the Company's board of directors and
as members of the Audit Committee of the board of directors. Biographical
information for each of the newly elected directors is provided below.
Andrew T. Berger. Mr. Berger has served as a director of Autoscope Technologies
Corporation (including its predecessor, "Image Sensing Systems, Inc.") since
October 2015, as Executive Chair of Autoscope since June 2016, and as Chief
Executive Officer of Autoscope since April 2021. Mr. Berger was Chair of the
Nominating and Corporate Governance Committee and a member of the Audit
Committee and Compensation Committee until his appointment as Chief Executive
Officer of Autoscope. Mr. Berger is the Managing Member of AB Value Management
LLC, which serves as the General Partner of AB Value Partners, LP. Mr. Berger
has nearly two decades of experience in investment analysis, investment
management, and business consulting. From 1998 through 2002, Mr. Berger served
as Equity Analyst for Value Line, Inc. Since 2002, Mr. Berger has served as
President of Walker's Manual, Inc., an investment publisher that was transformed
into a business consulting company in 2008. Since May 2017, Mr. Berger has been
Chief Executive Officer of Cosi, Inc. (and since August 2022 of its successor,
Cosi Restaurant Holdings, LLC), a fast-casual restaurant chain that operates and
franchises domestic and international restaurants. In 2020, Cosi, Inc. filed for
Chapter 11 protection under the federal bankruptcy laws, and emerged in August
2022. From January 2020 through October 2021, Mr. Berger served on the board of
directors of Rock Mountain Chocolate Factory, Inc., and international
franchisor, confectionary manufacturer and retail operator.
Michael Onghai. Mr. Onghai has served as the Chief Executive Officer of
LookSmart Group, Inc. ("LookSmart"), a digital advertising solutions company,
since February 2013. Mr. Onghai also services as a director LookSmart. Mr.
Onghai also serves as the President of the American Opportunity Zone Fund and
Snowy August Management LLC, a family office in multi-family housing, lending
and blockchain fintech. Mr. Onghai has been a seed investor in a number of
companies, including Alpha Sigma Capital, a digital asset fund focused on the
blockchain economy, where he serves as a principal. Mr. Onghai earned his
designation as a Chartered Financial Analyst in 2006 and holds a B.S. in
Electrical Engineering and Computer Science from the University of California,
Los Angeles and graduated from the Executive Management Certificate Program in
Value Investing (The Heilbrunn Center for Graham & Dodd Investing) Graduate
School of Business at Columbia Business School. He also is a graduate of
Massachusetts Institute of Technology's Blockchain Technologies Curriculum . Mr.
Onghai is also a director of MGT Capital Investments, Inc., a U.S.-based Bitcoin
miner. He is also a board advisory director of the American Blockchain PAC.
Z. John Zhang. Dr. Zhang is a tenured, chaired full professor of marketing at
the Wharton School, University of Pennsylvania. He also serves as the director
of Penn Wharton China Center. Dr. Zhang holds a Ph.D. in History and Sociology
of Science and Technology from the University of Pennsylvania and a Ph.D. in
Economics from the University of Michigan. His research and teaching interests
in the past 30 years have all centered on pricing, channel management and
competitive marketing strategies. Dr. Zhang has also done extensive consulting
and writing on pricing, discounting, and channels issues, especially at the
retailing level.
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