Current Report Filing (8-k)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

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FORM 8-K

 

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 17, 2015

 

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MATTRESS FIRM HOLDING CORP.

(Exact Name of Registrant as Specified in Charter)

 

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Delaware		001-35354		20-8185960
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

5815 Gulf Freeway, Houston, Texas		77023
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 3.01                                           Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On December 17, 2015 Mattress Firm Holding Corp. (the “Company”) notified NASDAQ that Mr. Ronald Mittelstaedt had resigned from the Company’s board of directors effective that day and that as a result thereof the Company was no longer in compliance with NASDAQ Listing Rule 5605 regarding audit committee requirements.  In response, on December 21, 2015, NASDAQ notified the Company that in accordance with Listing Rule 5605(c)(4) the Company has a period to regain compliance with NASDAQ’s audit committee requirements.  The Company must evidence compliance with Listing Rule 5605 by (A) the earlier of the Company’s next annual stockholders’ meeting or December 19, 2016, or (B) if the Company’s annual stockholders’ meeting is held before June 14, 2016, June 14, 2016.

 

Company management and the members of the Company’s board of directors have commenced the process to search for a new director able to serve on the Company’s audit committee.  To date, no candidates have been identified for purposes of being interviewed or evaluated by the Nominating and Corporate Governance Committee of the Company’s board of directors.

 

Item 5.02                                           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective December 17, 2015, Mr. Ronald Mittelstaedt resigned from the Company’s board of directors.  At the time of his resignation Mr. Mittelstaedt served on both the Audit Committee and the Compensation Committee of the Company’s board of directors.  A copy of Mr. Mittelstaedt’s resignation letter is attached to this Current Report on Form 8-K as Exhibit 17.1.  The foregoing description is qualified by reference in its entirety to such exhibit.

 

Item 9.01                   Financial Statements and Exhibits.

 

(d)         Exhibits

 

17.1                        Letter from Ron Mittelstaedt dated December 17, 2015.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	MATTRESS FIRM HOLDING CORP.
Date: December 21, 2015	By:	/s/ Alex Weiss
		Alex Weiss
		Chief Financial Officer

 

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Index to Exhibits

 

Exhibit No.		Description
17.1		Letter from Ron Mittelstaedt dated December 17, 2015.

 

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Exhibit 17.1

 

 

December 17, 2015

 

R. Stephen Stagner	via email: [e-mail]
Chief Executive Officer
Mattress Firm Inc.
5815 Gulf Freeway
Houston, Texas 77023

 

Dear Steve,

 

I have made the difficult decision to resign from the Mattress Firm Board of Directors, effective immediately.

 

As previously discussed, I do not believe the current Board governance structure of having a minority shareholder, J.W. Childs Associates, maintain a Board representation disproportionate to its ownership serves the interests of the public shareholders. I was very concerned about this issue when I joined the Board but was told there was an understanding that J.W. Childs would sell down its ownership in 2014 and 2015 and then reduce its Board representation. While a small stock sale by J.W. Childs did occur, a larger additional secondary was scrapped. Now, with the reduction in the stock price, I do not see a path to J.W. Childs reducing its ownership and exiting anytime soon. I also remain highly concerned about the true independence of the “independent” Directors who are affiliated with J.W. Childs. As such, this Board is not something I wish to continue to be a part of.

 

I have appreciated the brief opportunity to serve on the Company’s Board of Directors and wish the company much success in the future.

 

Sincerely,
/s/ Ron J. Mittelstaedt
Ron J. Mittelstaedt

 

cc:                                William Watts, Chairman of the Board
Kindel Elam, Executive Vice President & General Counsel

 

 

3 Waterway Square Place, Suite 110, The Woodlands, TX 77380
Tel [phone] · Fax [phone] · www.wasteconnections.com

 

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