On April 15, 2019, Edward S. Lampert and his investment affiliate ESL Partners L.P. (together, ESL), holding together a majority of the outstanding shares of common stock, par value $0.01 per share, of Sears Hometown and Outlet Stores, Inc. (the Company), acted to remove William K. Phelan and David Robbins as directors of the Company. Pursuant to the Written Consent, ESL also appointed Alberto Franco and John Tober to replace Mr. Phelan and Mr. Robbins on the Company’s Board of Directors . There are no arrangements or understandings between either Mr. Franco or Mr. Tober and any other person pursuant to which Mr. Franco or Mr. Tober was appointed as a member of the Board. Mr. Franco has been appointed to the Compensation Committee of the Board and Mr. Tober has been appointed as a member of, and the Chair of, the Audit Committee. Following the removal of Mr. Phelan and Mr. Robbins from the Board, Mr. Longino is the sole member of the special committee of independent directors.