Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Current Board Announcements
On May 16, 2018, Dr.
Neeli Bendapudi notified the Board of Directors (the “Board”) of Fred’s, Inc. (the “Company”) that
she will not stand for reelection as a member of the Board at the Company’s 2018 Annual Meeting of Shareholders. Dr. Bendapudi’s
decision was not the result of any disagreement with the Company, its management or its operations, policies or practices.
On May 20, 2018, Peter
J. Bocian notified the Board of his resignation from the Board, effective immediately. Mr. Bocian’s resignation was not the
result of any disagreement with the Company, its management or its operations, policies or practices.
On May 21, 2018, Michael
T. McMillan notified the Board that he will not stand for reelection as a member of the Board at the Company’s 2018 Annual
Meeting of Shareholders. Mr. McMillan’s decision was not the result of any disagreement with the Company, its management
or its operations, policies or practices.
Appointment of New
Directors
On May 20, 2018, the
Board appointed Dana Goldsmith Needleman as a director, effective immediately. Following her appointment, Ms. Goldsmith Needleman
was appointed to the Audit Committee of the Board on May 22, 2018. Ms. Goldsmith Needleman will serve until, and will be nominated
for election at, the 2018 Annual Meeting of Shareholders of the Company.
Ms. Goldsmith Needleman,
age 45, has been serving as a principal of The Cogent Group, a private real estate investment firm, since 2009. She has been instrumental
in the acquisition, development and disposition of more than $5.0 billion of corporate real estate throughout the United States
with a heavy concentration of retail assets. Prior to The Cogent Group, Ms. Goldsmith Needleman was a Managing Director at Cardinal
Capital Partners, one of the largest private sale-leaseback investors in the United States. Throughout her career, Ms. Goldsmith
Needleman has completed sizeable acquisitions with Academy Sports & Outdoors, Albertson’s, Cheddar’s Scratch Kitchen,
Dick’s Sporting Goods, PetSmart, Rite Aid, Shaw’s, and various other national retailers, enabling
these companies to maximize the value of their real estate holdings through build-to-suits and sale-leaseback transactions.
Ms. Goldsmith Needleman earned her B.A. from Duke University, J.D. from Boston University School of Law and was admitted to the
New York and Massachusetts bars.
The Board has determined
that Ms. Goldsmith Needleman does not have any relationship with the Company or its subsidiaries, either directly or indirectly,
that would be inconsistent with a determination of independence under the applicable rules and regulations of the NASDAQ Stock
Market and the U.S. Securities and Exchange Commission. Ms. Goldsmith Needleman will be a party to an indemnification agreement
with the Company and will receive compensation for serving on the Board pursuant to the Company’s non-employee director compensation
guidelines.
Ms. Goldsmith Needleman
was not appointed as a director pursuant to any arrangement or understanding with any person, and is not a participant in any related
party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.
On May 20, 2018, the
Board appointed Thomas E. Zacharias as a director, effective immediately. Following his appointment, Mr. Zacharias was appointed
to the Audit Committee of the Board on May 22, 2018. Mr. Zacharias will serve until, and will be nominated for election at, the
2018 Annual Meeting of Shareholders of the Company.
Mr. Zacharias, age 64,
currently serves as President of Zacharias & Co. LLC, a real estate investment and advisory firm he founded in April 2017,
after retiring as Chief Operating Officer from W. P. Carey Inc., a $10 billion publicly traded REIT. He has 36 years of corporate
management experience and 23 years of board level experience involving a total of eight companies. The focus of his experience
includes general management, financial analysis, strategic planning, value creation, operations, acquisitions, restructurings and
retail real estate. He received his undergraduate degree from Princeton University magna cum laude and a MBA from Yale School of
Management.
The Board has determined
that Mr. Zacharias does not have any relationship with the Company or its subsidiaries, either directly or indirectly, that would
be inconsistent with a determination of independence under the applicable rules and regulations of the NASDAQ Stock Market and
the U.S. Securities and Exchange Commission. Mr. Zacharias will be a party to an indemnification agreement with the Company and
will receive compensation for serving on the Board pursuant to the Company’s non-employee director compensation guidelines.
Mr. Zacharias was not
appointed as a director pursuant to any arrangement or understanding with any person, and is not a participant in any related party
transaction required to be reported pursuant to Item 404(a) of Regulation S-K.