UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 16, 2016

TUESDAY MORNING CORPORATION

(Exact name of registrant as specified in charter)

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:

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))

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

(d)                                 On November 16, 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 January 1, 2017.  Mr. Gluck was elected to serve until his term expires at the Company’s 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 pursuant 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 Company’s 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 November 16, 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 Company’s employees.

(e)                                  As reported below, at the Company’s 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”) held on November 16, 2016, the Company’s stockholders approved amendments to the Tuesday Morning Corporation 2014 Long-Term Incentive Plan (the “2014 Plan”) to increase the number of shares of the Company’s 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:

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A summary of the 2014 Plan, as amended, is included in Proposal No. 3 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 5, 2016.  The foregoing description of the amendments to the 2014 Plan is not complete and is qualified in its entirety by reference to the 2014 Plan, as amended, a composite copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 5.07.                                        Submission of Matters to a Vote of Security Holders.

Set forth below is information concerning each matter submitted to a vote at the 2016 Annual Meeting, including the final voting results.

Proposal No. 1:  The stockholders elected each of the following persons as a director to serve for a term of one year or until their successors are elected and qualified or until their earlier death, resignation or removal.

Proposal No. 2:  The stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement.

Proposal No. 3:  The stockholders approved the amendments to the 2014 Plan, including an increase in the number of authorized shares under the plan.

Proposal No. 4:  The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2017.

No other matters were voted upon at the meeting.

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Item 9.01.                                        Financial Statements and Exhibits.

(d)                                 Exhibits

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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.

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EXHIBIT INDEX

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