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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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Tuesday Morning Corporation
(Name of Registrant as Specified In Its Charter)

Mark E. Jarvis, Secretary
(Name of Person Filing Proxy Statement if other than the Registrant)
         
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TUESDAY MORNING CORPORATION
6250 LBJ Freeway
Dallas, Texas 75240

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 20, 2003

To our Stockholders:

        The Annual Meeting of Stockholders of Tuesday Morning Corporation will be held at the our corporate headquarters, 6250 LBJ Freeway, Dallas, Texas, on Tuesday, May 20, 2003 at 11:00 a.m., local time. At the meeting, stockholders will be asked to vote on the following matters:

(a)
Election of seven directors; and

(b)
Any other matters that may properly come before the meeting or any postponement or adjournment thereof.

        Only stockholders of record at the close of business on April 9, 2003 are entitled to notice of, and to vote at, the meeting or any postponement or adjournment thereof. We have enclosed a copy of our 2002 Annual Report to Stockholders and Proxy Statement.

        Whether or not you plan to attend the Annual Meeting and regardless of the number of shares you own, please vote the enclosed proxy.

Dallas, Texas
April 21, 2003

TUESDAY MORNING CORPORATION
6250 LBJ Freeway
Dallas, Texas 75240

PROXY STATEMENT
for the
ANNUAL MEETING OF STOCKHOLDERS
Tuesday, May 20, 2003
11:00 a.m.

        This Proxy Statement is furnished to stockholders of Tuesday Morning Corporation, a Delaware corporation in connection with the solicitation of proxies by the Board of Directors of the Company for use at the Annual Meeting of Stockholders to be held on May 20, 2003, at 11:00 A.M., local time, at our corporate headquarters, and at any and all adjournments or postponements thereof. At the Annual Meeting, our stockholders will act upon the matters outlined in the accompanying notice of meeting.

        The proxy materials relating to the Annual Meeting are first being mailed to our stockholders entitled to vote at the meeting on or about April 22, 2003.


ABOUT THE MEETING

Record Date.    The record date for the Annual Meeting is April 9, 2003. Only holders of record of our common stock, $.01 par value per share at the close of business on such date are entitled to notice of, and to vote at, the Annual Meeting.

Voting Stock.    The only class of stock entitled to be voted at the meeting is our Common Stock. Holders of record of Common Stock are entitled to one vote per share on the matters to be considered at the Annual Meeting. At the close of business on the Record Date 40,333,373 shares of Common Stock were issued and outstanding and entitled to vote at the Annual Meeting.

Quorum.    In order for any business to be conducted at the Annual Meeting, the holders of more than 50% of the shares of Common Stock entitled to vote must be represented at the meeting, either in person or by properly executed proxy. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of shares considered to be represented at the meeting.

Voting.    You can vote on matters to come before the meeting by either completing, dating and signing the enclosed proxy card and returning it in the enclosed postage-paid envelope or by written ballot at the meeting. If you hold your shares in "street name" through a broker, you may be able to also vote using the Internet or telephone. Please see your proxy card for specific instructions on the various methods of voting.

Changing Your Vote.    If your shares are held in your name, you may revoke your proxy at any time before it is exercised by:

        If your shares are held in "street name" through a broker, you must contact your broker to revoke your proxy. In either case, your last vote will be the vote that is counted.

Voting by Street Name Holders.    If you own shares in "street name" through a broker, the broker, as the record holder of the shares, is required to vote those shares in accordance with your instructions. If you do not give instructions to the broker, the broker will nevertheless be entitled to vote the shares with respect to "discretionary" items but will not be permitted to vote the shares with respect to "non-discretionary" items (in which case, the shares will be treated as "broker non-votes"). You should therefore provide your broker with instructions on how to vote your shares.

Required Vote.

        Election of Directors    The seven nominees who receive the most votes will be elected to the Board of Directors. A properly executed proxy marked "WITHHOLD AUTHORITY" with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum. The withholding of authority by a stockholder, including broker non-votes, will have no effect on the outcome since only a plurality of votes actually cast is required to elect a director.

        Other Proposals.    For each other proposal that may properly come before the meeting, the affirmative vote of the holders of a majority of our common stock represented in person or by proxy and entitled to vote at the meeting will be required for approval.

Default Voting.    Where stockholders have appropriately specified how their proxies are to be voted, they will be voted accordingly. If a stockholder properly executes and returns the accompanying proxy, but does not indicate any voting instructions, such stockholder's shares will be voted as follows:

          (i)  FOR the election of each nominee listed below; and

        (ii)  at the discretion of the individuals named in the proxy card on any other matter that may properly come before the Annual Meeting or any postponement or adjournment thereof.

        We are not currently aware of any other matters to be presented at the Annual Meeting.

Attending the Annual Meeting.    All stockholders as of the record date, or their duly appointed proxies, may attend the meeting. Please note that if you hold your shares in "street name" through a broker, you will need to bring a copy of your proxy card or a brokerage statement reflecting your stock ownership as of the record date and check in at the registration desk at the meeting.


ELECTION OF DIRECTORS

        At the Annual Meeting, the holders of common stock as of the record date will consider and vote for each of the current members of our Board of Directors plus one new director. The Board of Directors has nominated Benjamin D. Chereskin, Kathleen Mason, William J. Hunckler, III, Robin P. Selati, Sally Frame Kasaks and Henry F. Frigon for reelection as directors of the company and Giles H. Bateman for election as a new director of the company. Six nominees are currently serving as our directors, and if they are reelected, the nominees, including Mr. Bateman, will serve until their terms expire at the Annual Meeting of Stockholders to be held in 2004, or the earlier retirement, resignation or removal of any such nominee. Should any nominee become unable or unwilling to accept nomination or election, the Board of Directors may designate a substitute nominee or reduce the number of directors accordingly. The persons named in the accompanying proxy card will vote for any substitute nominee designated by the Board. Each of the nominees has indicated his or her willingness to serve the full term.

        The Board of Directors recommends that you vote FOR the election of each of the foregoing nominees.

2

Biographical Information.

The following is biographical information about each of the nominees:

        Mr. Chereskin, age 44, has served as a director of Tuesday Morning since December 29, 1997. On June 19, 2000, he was appointed Chairman of the Board following the death of Jerry Smith, our former President, CEO and Chairman. Mr. Chereskin is a Managing Director of Madison Dearborn Partners, LLC, a private equity investment firm, which he co-founded in 1993. Prior to 1993, Mr. Chereskin was with First Chicago Venture Capital, a private equity investment firm, for nine years. Mr. Chereskin currently serves on the board of directors of Cornerstone Brands, Inc., NWL Holdings, Inc., Carrols Holdings Corporation and Family Christian Stores, Inc.

        Ms. Mason, age 53, was appointed President and Chief Executive Officer and elected to the Board of Directors in July 2000. Previously, Ms. Mason served as President of Filene's Basement, a department store chain, in 1999, President of Homegoods, an off-price home fashion store chain and a subsidiary of TJX Companies, from 1997 to 1999, and as Chairman and Chief Executive Officer of Cherry & Webb, a women's specialty store chain, from 1987 to 1996. She is also on the board of directors of Men's Wearhouse and Genesco. In 1999, forty-five days after she joined Filene's Basement, Filene's Basement filed for relief under Chapter 11 of the United States Bankruptcy Code. Ms. Mason departed Filene's Basement three months later.

        Mr. Hunckler, age 49, has served as a director of Tuesday Morning since December 29, 1997. Mr. Hunckler is a Managing Director of Madison Dearborn Partners, LLC, a private equity investment firm, which he co-founded in 1993. Prior to 1993, Mr. Hunckler was with First Chicago Venture Capital, a private equity investment firm, for 13 years. Mr. Hunckler currently serves on the board of directors of Beverages and More, Inc., NWL Holdings, Inc., Peter Piper, Inc. and the Board of Trustees of The University of Chicago Hospitals & Health System.

        Mr. Selati, age 36, has served as a director of Tuesday Morning since December 29, 1997. Mr. Selati is a Managing Director of Madison Dearborn Partners, LLC, a private equity investment firm, and has been with the firm since 1993. His prior experience was with Alex Brown & Sons Incorporated, an investment bank, as a Financial Analyst in the consumer/retailing investment banking group. Mr. Selati currently serves on the board of directors of Beverages and More Inc., Peter Piper, Inc., NWL Holdings, Inc., Carrols Holdings Corporation, Family Christian Stores, Inc. and Ruth's Chris Steak House, Inc.

        Mr. Frigon, age 68, has served as a director of Tuesday Morning since December 1999. He has been a private investor and business consultant since retiring from Hallmark, Inc. a specialty retailer, in December 1994, where he served as Executive Vice President and Chief Financial Officer. Prior to joining Hallmark he served as President and Chief Executive Officer of BATUS, Inc. a retail holding company. Mr. Frigon currently serves on the board of directors of H&R Block, Buckeye Technologies, Packaging Corporation of America, Dimon, Inc. and Syprus Solutions

        Ms. Kasaks, 58, has served as a director of Tuesday Morning since June 1999. She has been a Principal with ISTA Incorporated, a marketing and retail-consulting firm, since January 1997. Previously, Ms. Kasaks served as Chairman and Chief Executive Officer of Ann Taylor Stores, Inc., a specialty retailer, from February 1992 to August 1996 and President and Chief Executive Officer of Abercrombie and Fitch, a specialty retailer, from February 1989 to February 1992. Ms. Kasaks currently serves on the board of directors of Children's Place, Coach, Inc., Pacific Sunwear of California, The White House, Inc. and Cortefiel, S.A.

        Mr. Bateman, 58, was a co-founder in 1976 and served as Chief Financial Officer, Executive Vice President and Director until 1991, of the Price Club, a membership wholesale club. Since 1991, he has served on the board of directors for several companies, including CompUSA Inc., a computer and related products retailer and Cheap Tickets, Inc., a web and call center based retailer of discount travel.

3


Mr. Bateman currently serves on the board of directors of Beverages and More Inc., Think Outside Inc., The Return Exchange Inc., and The Healthy Back Store Inc.

Number of Directors and Arrangements.    Pursuant to our charter and bylaws, the number of directors on our Board may be set by the Board of Directors from time to time. The number of directors is currently six with an additional board member to be added for service in 2003. Pursuant to Ms. Mason's employment agreement described later in this document, we have agreed to nominate her to the Board of Directors during the term of the agreement. Messrs. Chereskin, Hunckler and Selati were appointed to our Board in connection with the recapitalization of Tuesday Morning in December 1997 in which Madison Dearborn, some of the members of our management at the time and other unaffiliated investors acquired all of our outstanding capital stock.

Board Meetings and Committees

        During the year ended December 31, 2002, the Board of Directors held five regular meetings. All directors attended 75% or more of the total number of meetings of the Board of Directors and its committees that he or she was required to attend. The Board of Directors has an Audit Committee and a Compensation Committee. The function of nominating directors is carried out by the entire Board of Directors and, therefore, we do not maintain a standing nominating committee or other committee performing similar functions.

        Audit Committee.    The Audit Committee, composed of William J. Hunckler, III (Chairman), Sally Frame Kasaks and Henry F. Frigon, reviews our principal policies for accounting, internal control and financial reporting, meets periodically with the our independent auditors, recommends to the Board of Directors whether or not to engage the independent auditors for the succeeding year and engages in such other functions outlined in its written charter approved by the Board of Directors. The Audit Committee met four times during 2002.

        We believe Mr. Frigon and Ms. Kasaks meet the listing standards of the National Association of Securities Dealers, or NASD, for membership on an audit committee. We believe Mr. Hunckler solely as a result of being a managing director of Madison Dearborn, a majority stockholder of Tuesday Morning, does not meet the listing standards. The NASD rules provide, however, that notwithstanding the inability of a director to meet these standards, such director may serve on our Audit Committee if the Board of Directors determines, in its business judgment, that such director's service on the Audit Committee is in the best interests of Tuesday Morning and its stockholders. Consistent with these rules, our Board of Directors, in its business judgment, has determined that the services of Mr. Hunckler on the Audit Committee is in the best interest of Tuesday Morning and its stockholders. In making this determination, the Board considered, among other things, Mr. Hunckler's knowledge of our business and operations and his financial and operating experience generally.

        Compensation Committee.    The Compensation Committee is composed of William J. Hunckler, III and Benjamin D. Chereskin. Reference is made to the report of the Company's Compensation Committee set forth below for a description of the primary responsibilities of the Compensation Committee. The Compensation Committee met one time during 2002 and all members were in attendance.

Director Compensation.    Directors who are not executive officers receive an annual retainer from the Company in the amount of $30,000 and receive reimbursement for their out-of-pocket expenses incurred in attending Board and committee meetings. Directors who are executive officers do not receive any additional remuneration for serving as directors.

4


Executive Officers

        The following table lists the executive officers of Tuesday Morning:

Name
   Age
   Position
Kathleen Mason   53   President, Chief Executive Officer, Director
Mark E. Jarvis   51   Executive Vice President, Chief Financial Officer
G. Michael Anderson   50   Executive Vice President, Buying
Michael J. Marchetti   46   Executive Vice President, Operations
William C. Estill   52   Senior Vice President, Planning & Allocation

        Biographical information regarding Ms. Mason is set forth above under "Election of Directors—Biographical Information". The following is biographical information about the other foregoing officers listed above:

        Mr. Jarvis joined Tuesday Morning in September 1992 as Senior Vice President and Chief Financial Officer. He was appointed Executive Vice President in September 2000. From 1988 to 1992, he served in several capacities, most recently as Vice President and Treasurer for Pier 1 Imports, Inc., a specialty retailer.

        Mr. Anderson joined Tuesday Morning in September 1986 as a buyer. In 1991, he was appointed Vice President, Buying, Smallwares Division. Mr. Anderson was appointed Senior Vice President, Buying in December 1996 and Executive Vice President in September 2000. Prior to joining Tuesday Morning, Mr. Anderson was a buyer for Affiliated Foods, a wholesale grocery distributor, and Merchandise Manager for Fox-Meyer Drug Company.

        Mr. Marchetti joined Tuesday Morning in February 2001 as Senior Vice President, Strategic Planning and was promoted to Executive Vice President, Operations in February 2002. From April 1999 to February 2001, Mr. Marchetti was a principal with MarCon Services, Inc., a service company that evaluates system development needs. He also served as Chief Financial Officer of CWT Specialty Stores, Inc., the parent company of Cherry & Webb specialty retail stores, from August 1996 to March 1999. In March 1999, CWT Specialty Stores, Inc., was sold to new owners, at which time Mr. Marchetti departed CWT Specialty Stores, Inc. In March 2000, approximately one year following his departure, CWT Specialty Stores, Inc. commenced bankruptcy proceedings.

        Mr. Estill joined Tuesday Morning in December 2002 as Senior Vice President, Planning and Allocation. From January 2001 to June 2002, Mr. Estill was the Vice President, Planning and Allocation for Pacific Sunwear. He also served in the similar position for Cato Stores from March 1993 to January 2001. Prior to 1993, Mr. Estill was employed by Carter Hawley Hale and Mervyn's in senior position involving planning and allocation.

5

Summary Compensation Table.    The following table and accompanying explanatory footnotes include annual and long-term compensation information for (1) Tuesday Morning's Chief Executive Officer and (2) the next four highest paid executive officers who received total annual salary and bonus in excess of $100,000, for services rendered in all capacities during 2002, 2001 and 2000.

 
    
   Compensation
    
    
Name and
Principal Position
   Fiscal
Year
   Long-Term
Securities
Underlying Options
   All Other
Compensation(1)
  Salary
   Bonus
Kathleen Mason
President/CEO		   2002
2001
2000		   $

 450,000
450,000
187,500

(2)		 $

 225,000
98,014
—		   —
—
750,000		   $

 1,632
62,529
29

Mark E. Jarvis
Executive Vice President,
Chief Financial Officer
 
2002
2001
2000
 
 
284,500
284,500
250,918
 
 
—
—
—
 
—
—
—
 
 
6,001
6,030
8,290

G. Michael Anderson
Executive Vice President,
Buying
 
2002
2001
2000
 
 
284,500
284,500
276,876
 
 
30,000
—
—
 
—
—
—
 
 
2,190
3,582
5,659

Michael J. Marchetti
Executive Vice President,
Operations
 
2002
2001
2000
 
 
280,887
200,710
—

(3)
 
—
—
—
 
45,000
100,000
—
 
 
1,586
51,509
—

Marvin T. Wilson
Vice President,
Special Projects
 
2002
2001
2000
 
 
210,000
210,000
207,500
 
 
—
—
25,000
 
—
—
—
 
 
3,150
3,150
1,545
(1)
For 2002, includes (a) contribution by us to the 401k defined contribution plan of $1,500, $5,340, $1,500, $1,500, $1,500 for Ms. Mason, Mr. Jarvis, Mr. Anderson, Mr. Marchetti and Mr. Wilson, respectively; (b) the portion of premium payments made by us under the group term life insurance plan of $132, $661, $690, $86 and $1,650 for Ms. Mason, Mr. Jarvis, Mr. Anderson, Mr. Marchetti and Mr. Wilson, respectively.

(2)
Compensation information for fiscal 2000 only includes compensation earned after Ms. Mason was appointed President and CEO of Tuesday Morning in July 2000.

(3)
Compensation information for fiscal 2001 only includes compensation earned after Mr. Marchetti joined Tuesday Morning as Senior Vice President, Strategic Planning in February 2001. Mr. Marchetti was promoted to Executive Vice President, Operations in February 2002.

Option Grants During Fiscal 2002

        The following table describes the option to acquire shares of common stock granted to executive officers named in the Summary Compensation Table during fiscal 2002.

 
    
   Percent of
Total
Options
Granted to
Employees
in Fiscal
Year
    
    
   Potential Realizable Value at Assumed Annual Rates Of Stock Price Appreciation for Option Term
 
   Number of
Securities
Underlying
Options
Granted
    
    
Name
   Exercise
Price
(Per Sh)
   Expiration
Date
  5%
   10%
Mr. Marchetti   45,000   5.95 % $ 16.92   2/19/2012   $ 478,840   $ 1,213,476

6

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

        The following table sets forth certain information with respect to the options exercised by the executive officers named above during 2002 or held by such persons at year-end.

 
    
    
   Number of Unexercised
Options at Dec. 31, 2002
   Value of Unexercised
In-the-Money Options(1)
At Dec. 31, 2002
 
   Shares
Acquired
On Exercise
   Value
Realized
 
   Exercisable
   Unexercisable
   Exercisable
   Unexercisable
Ms. Mason   —     —   365,224   384,776   $ 2,593,090   $ 2,731,910
Mr. Jarvis   1,650   $ 27,081   85,689   —     1,447,794     —
Mr. Anderson   —     —   131,250   —     2,217,589     —
Mr. Marchetti   —     —   45,828   99,172     335,902     550,948
Mr. Wilson   34,790     666,229   —   15,210     —     47,912
(1)
Options are considered "in-the-money" if the fair market value of the underlying securities exceeds the exercise price of the options. The year-end values represent the difference between the fair market value of the common stock subject to the options ($17.10, the closing price of our common stock on December 31, 2002, as reported on the Nasdaq National Market) and the exercise price of the options.

Employment Agreements

        On July 25, 2000, we entered into an employment agreement with Ms. Mason who joined Tuesday Morning as President and Chief Executive Officer. In addition to information found elsewhere in this Proxy Statement, the employment agreement provides for an annual base salary of $450,000 or such higher amount as the Compensation Committee may designate from time to time, a performance-based annual bonus of up to 50% of base salary, and incentive stock option grant to purchase 50,000 shares, a non-qualified stock option grant to purchase 700,000 shares, participation in our benefit plans and other fringe benefits. Ms. Mason's stock options were granted on July 24, 2000 at an exercise price equal to $10.00 (the closing price of our common stock on such date) and vest ratably on a daily basis over five years from the date of grant.

        If the employment agreement is terminated by us without "cause" or by Ms. Mason for "good reason", Ms. Mason is entitled to receive for 18 months thereafter monthly severance payments equal to one-twelfth of the sum of (1) her base salary then in effect and (2) if Ms. Mason has not yet received her annual bonus for a full year, 50% of her base salary then in effect at the time of termination.

        No other executive officer has an employment or change-in-control agreement.

7

Stock Price Performance

        The following graph illustrates a comparison of the cumulative total stockholder return (change in stock price plus reinvested dividends) from April 22, 1999 (the date of our initial public offering) through December 31, 2002, of (1) our common stock, (2) the S&P 500 Index and (3) a peer group of companies consisting of Big Lots, Inc.; TJX Companies, Inc.; Dollar Tree Stores, Inc.; Dollar General Corporation; Family Dollar Stores, Inc.; Linens "n Things; Williams-Sonoma, Inc.; Bed Bath & Beyond, Inc.; Bombay Company, Inc.; Ross Stores, Inc.; and Cost Plus, Inc. The chart assumes that $100 was invested on April 22, 1999 in our common stock and each of the comparison indices, and assumes that all dividends were reinvested.


Comparison of Total Return of the Company, Peer Group
and Broad Market

GRAPH

 
   Tuesday Morning Corporation
   Customer Selected Stock List
   S&P Composite
April 22, 1999   100.00   100.00   100.00
December 31, 1999   108.46   80.28   111.00
December 29, 2000   31.25   85.00   100.89
December 31, 2001   106.41   112.16   88.90
December 31, 2002   100.59   113.86   69.26

8


REPORT OF THE COMPENSATION COMMITTEE

        The Compensation Committee is empowered to review, and to recommend to the full Board of Directors, the annual compensation, long-term incentive compensation and compensation procedures for all of our executive officers. Recommendations to the Board of Directors with respect to fiscal 2002 compensation were made by the members of the Compensation Committee consisting of William J. Hunckler, III and Benjamin D. Chereskin.

        Executive officer compensation consists of three components: a base salary, a bonus and long-term incentives in the form of stock option grants. The Committee believes that this three-part approach best serves the interests of Tuesday Morning and its stockholders.

        In determining the base salary and bonus, the Committee evaluates numerous factors including the Tuesday Morning's financial performance related to the goals established by the Board, the individual contribution of each executive officer, competitive compensation practices within the specialty retail industry and general inflationary economic factors. Stock price performance has not been an important consideration in determining base salary, because the price of our common stock is subject to a variety of factors outside our control. The level of stock option grants to executive officers is based primarily upon their relative position, responsibilities within Tuesday Morning, the competitive environment in which we operate and the executive's performance.

        In 2002, our President and Chief Executive Officer, Kathleen Mason, received a base salary of $450,000 and a bonus of $225,000. Ms. Mason's compensation was established in part under the terms of her employment agreement described previously. In determining the level of her compensation, the Committee also considered the relation between her contribution to us and the growth of Tuesday Morning in 2002.

As Members of the Compensation Committee

William J. Hunckler, III
Benjamin D. Chereskin

9


REPORT OF THE AUDIT COMMITTEE

        The Audit Committee of the Board of Directors assists the Board in providing oversight of our auditing, accounting and financial reporting processes and our system of internal control. The Audit Committee is governed by the Audit Committee Charter, which was approved by the Board of Directors.

        We have reviewed and discussed with management and the independent auditors, Ernst and Young LLP, our audited financial statements as of and for the year ended December 31, 2002. We have discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees. We have received and reviewed the written disclosures and the letter from the independent auditors required by Standard No. 1, of the Independence Standards Board, Independence Discussions with Audit Committees, and have discussed with the auditors the auditors' independence. We have also considered whether the non-audit services provided by the independent auditors are compatible with their independence.

        Based on the reviews and discussions referred to above, we have recommended to the Board of Directors that the financial statements referred to above be included in our Annual Report on Form 10-K for the year ended December 31, 2002.

As Members of the Audit Committee

William J. Hunckler, III
Sally Frame Kasaks
Henry F. Frigon

10


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        At December 31, 2002 there were no amounts due from officers. Any and all loans were repaid during 2002.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Securities and exchange Act of 1934 requires our directors and executive officers, and persons who own more than 10% of our common stock to report their initial ownership of our common stock and any subsequent changes in that ownership to the Securities and Exchange Commission. Specific due dates have been established for these reports, and we are required to disclose in this proxy statement any failure to file by these dates. Based solely on our review of Forms 3 and 4 furnished to us, and upon written representations that no Forms 5 were required, we believe that during our preceding fiscal year all of the filing requirements were complied with, except with respect to Mr. Estill whose Form 3 was not filed timely. Mr. Estill began employment with Tuesday Morning on December 2, 2002 and filed his initial Form 3 on March 28, 2003.


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        Neither of the two members of the compensation committee, Mr. Chereskin & Mr. Hunckler, has been an officer or employee of Tuesday Morning or any of its subsidiaries. None of our executive officers served as a member of the compensation committee (or other board committee performing similar functions or, in the absence of any such committee, the entire board of directors) of another corporation, one of whose executive officers served on the Compensation Committee. None of our executive officers served as a director of another corporation, one of whose executive officers served on the Compensation Committee. None of our executive officers served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another corporation, one of whose executive officers served as a director of Tuesday Morning.

11


BENEFICIAL OWNERSHIP OF COMMON STOCK

        The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 9, 2003 by (1) each person (or group of affiliated persons) who is known by us to own beneficially more than 5% of the common stock, (2) each of our directors, (3) each of our executive officers named above in the Summary Compensation Table, and (4) all of our directors and executive officers as a group. Except as otherwise noted and subject to community property laws, the persons or entities in this table have sole voting and investment power with respect to all the shares of Common Stock owned by them.

 
   Shares Beneficially Owned(1)
  
Name
  
  Number(1)
   Percent
  
Madison Dearborn Capital Partners II, LP.(2)
Three First National Plaza
Chicago, IL 60602		   21,213,526   52.6 %
T. Rowe Price Associates, Inc.(3)
100 East Pratt Street
Baltimore, MD 21202		   2,897,500   7.2  
Franklin Resources, Inc.(4)
One Franklin Parkway, Building 920
San Mateo, CA 94403		   2,150,475   5.3  
Kathleen Mason(5)   447,553   1.1  
Mark E. Jarvis(6)   85,689   *  
G. Michael Anderson(7)   188,181   *  
Michael J. Marchetti(8)   58,446   *  
Marvin T. Wilson(9)   4,458   *  
Benjamin D. Chereskin(10)   21,213,526   52.6  
William J. Hunckler, III(10)   21,213,526   52.6  
Robin P. Selati(10)   21,213,526   52.6  
Sally Frame Kasaks(11)   17,811   *  
Henry F. Frigon(12)   15,190   *  
All directors and executive officers as a group (11 persons)(10)(13)   22,030,854   53.6  
*
Denotes ownership of less than 1%.

(1)
Includes the number of shares and percentage ownership represented by such shares determined to be beneficially owned by a person in accordance with the rules of the Securities and Exchange Commission. The number of shares beneficially owned by a person includes shares of Common Stock that are subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of April 9, 2003. Such shares are deemed outstanding for the purpose of computing the percentage of outstanding shares owned by such person. Such shares are not deemed outstanding, however, for the purposes of computing the percentage ownership of any other person.

(2)
Based solely on a Schedule 13G, Madison Dearborn Capital Partners II, L.P. ("MDCPII") directly owns 21,213,526 shares of our common stock. Thus MDCP II beneficially owns 21,213,526 shares of common stock. MDCP II is managed by its general partner, Madison Dearborn Partners II, L.P. ("MDP II"). Disposition and voting power of securities owned by MDCP II is shared at MDP II by an advisory committee of limited partners of MDP II and by the general partner of MDP II, Madison Dearborn Partners, Inc.

(3)
Based solely upon a Schedule 13G, these securities are owned by various individual and institutional investors including T. Rowe Price New Horizons Fund, Inc. (which owns 2,150,475 shares, representing which T. Rowe Price Associates, Inc. ("Price Associates") serves as investment adviser

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(4)
Based solely on a Schedule 13G, these securities are owned by various individual and institutional investors including Franklin Private Client Group, Inc. a subsidiary of Franklin Resources, Inc. Franklin Resources, Inc. directly owns 1,833,145 and indirectly through the Franklin Private Client Group, Inc. 317,330 shares of our common stock. Franklin Resources, Inc. serves as investment adviser with power to direct investments and/or sole power to vote the securities.

(5)
Represents shares issuable upon exercise of stock options exercisable within 60 days of April 9, 2003.

(6)
Represents shares issuable upon exercise of stock options exercisable within 60 days of April 9, 2003.

(7)
Includes 131,250 shares issuable upon exercise of stock options exercisable within 60 days of April 9, 2003.

(8)
Represents shares issuable upon exercise of stock options exercisable within 60 days of April 9, 2003.

(9)
Represents shares issuable upon exercise of stock options exercisable within 60 days of April 9, 2003.

(10)
All of the shares indicated are held of record by MDCP II, L.P. Messrs. Chereskin, Hunckler and Selati are managing directors of Madison Dearborn Partners, Inc., the general partner of MDP II which in turn is the general partner of MDCP II,. and therefore may be deemed to beneficially own the shares owned by MDCP II. Messrs. Chereskin, Hunckler and Selati disclaim beneficial ownership of such shares. The address of each of Messrs. Chereskin, Hunckler and Selati is Three First National Plaza, Chicago, Illinois 60602.

(11)
Represents shares issuable upon exercise of stock options exercisable within 60 days of April 9, 2003.

(12)
Represents shares issuable upon exercise of stock options exercisable within 60 days of April 9, 2003.

(13)
The shares of common stock shown as beneficially owned by all of our directors and executive officers as a group includes 760,397 shares issuable upon exercise of stock options within 60 days of April 9, 2003 and all of the shares of common stock held by MDCP II. See footnote 10 above.


STOCKHOLDERS' PROPOSALS

        Under SEC rules, stockholder proposals for our 2004 Annual Meeting of Stockholders must be received at our principal executive offices by December 24 2003, to be considered for inclusion in our proxy materials relating to such meeting.

        Stockholders may nominate directors or bring other business before the stockholders at the 2004 Annual Meeting of Stockholders by delivering written notice to our Secretary no later than March 10, 2004. Please note that this relates only to the matters you wish to bring before your fellow stockholders at the annual meeting. This is separate from the SEC's requirement to have your proposal included in our proxy statement.

        We reserve the right to reject, rule out of order, or take other appropriate actions with respect to any proposal or nomination that does not comply with these and other applicable requirements.


INDEPENDENT AUDITORS

        Arthur Andersen LLP served as our independent auditor for the financial statement review for the first quarter of 2002. Our Audit Committee and management monitored and reviewed, in detail, the viability of Arthur Andersen LLP as a going concern. On May 14, 2002, the Audit Committee recommended to our Board of Directors to dismiss Arthur Andersen LLP as Tuesday Morning's

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independent auditor and to engage Ernst & Young LLP to serve as our independent auditor for the second quarter, third quarter and fiscal year-end of 2002. During the two most recent fiscal years, there were no disagreements with Arthur Andersen LLP with respect to any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. Representatives of Ernst and Young, our independent auditors, are expected to be present at the Annual Meeting, make a statement if they so desire and be available to respond to appropriate questions.

        Audit Fees.    The aggregate fees billed by Arthur Andersen LLP for professional services rendered for the financial statement review for the Quarterly Reports on Form 10-Q for the first quarter of 2002 were $5,000.

        The aggregate fees billed by Ernst & Young LLP for professional services rendered for the audit of our annual financial statements for the fiscal year ended December 31, 2002 and for the reviews of the financial statements included in the Company's Quarterly Reports on Form 10-Q for the second and third quarters of 2002 were $115,000.

        Financial Information Systems Design and Implementation Fees.    There were no fees billed by Ernst & Young LLP or Arthur Andersen LLP for professional services rendered for information technology services relating to financial information systems design and implementation for the fiscal year ended December 31, 2002.

        All Other Fees.    The aggregate fees billed by Arthur Andersen LLP for the financial statement review as it pertained to the Secondary Offering in April 2002 were $111,300.

        The aggregate fees billed by Ernst & Young LLP for tax-related services rendered to us for the fiscal year ended December 31, 2002 were $52,900.

        The Audit Committee has considered whether the provision of the services by Ernst & Young LLP, as described above in "All Other Fees," is compatible with maintaining the principal accountant's independence.


SOLICITATION OF PROXIES

        The accompanying proxy is being solicited on behalf of our Board of Directors. The expense of preparing, printing and mailing the form of proxy and the material used in the solicitation thereof will be borne us. In addition to the use of the mails, proxies may be solicited by personal interview, telephone and telegram by our directors, officers and employees. Arrangements may also be made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of stock held of record by such persons, and we may reimburse them for reasonable out-of-pocket expenses incurred by them in connection therewith.

    TUESDAY MORNING CORPORATION

 
 
LOGO

 
 
Mark E. Jarvis
Secretary

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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS   Please Mark here for Address Change or Comments   ý
    SEE REVERSE SIDE    
The Board of Directors recommends a vote FOR Item 1.        

1.
 
Election of Directors
            
Nominees:
01 Benjamin D. Chereskin
02 Kathleen Mason
03 William J. Hunckler, III
04 Robin P. Selati
05 Sally Frame Kasaks
06 Henry F. Frigon
07 Giles H. Bateman
 
FOR all nominees listed to the left (except as marked to the contrary)
o
 
WITHHOLD AUTHORITY to vote for all nominees listed to the left
o
 
 
        WITHHELD FOR: (Write that nominee's name on the space provided below.)
        ______________________________________________________

               Signature ___________________________  Signature ___________________________  Date _______________

NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.

- FOLD AND DETACH HERE -

Vote by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week

Internet and telephone voting is available through 11PM Eastern Time
the day prior to annual meeting day.

Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.


Internet
http://www.eproxy.com/tues
 
 
 
Telephone
1-800-435-6710
 
 
 
Mail

Use the Internet to vote your proxy. Have your proxy card in hand when you access the web site. You will be prompted to enter your control number, located in the box below, to create and submit an electronic ballot.
 
OR
 
Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call. You will be prompted to enter your control number, located in the box below, and then follow the directions given.
 
OR
 
Mark, sign and date your proxy card and return it in the postage-paid envelope.
                  
                  

If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Tuesday Morning Corporation

        The undersigned hereby appoints Benjamin D. Chereskin, Kathleen Mason and Mark E. Jarvis, and each of them, proxies or proxy with full power of substitution and revocation as to each of them, to represent and vote, as designated on the other side, all the shares of stock of Tuesday Morning Corporation standing in the name of the undersigned with all powers which the undersigned would possess if present at the Annual Meeting of Stockholders of the Company to be held May 20, 2003 or any adjournment or postponement thereof. Receipt of the proxy statement dated April 21, 2003 is acknowledged.

(Continued, and to be marked, dated and signed, on the other side)


Address Change/Comments (Mark the corresponding box on the reverse side)

- FOLD AND DETACH HERE -

YOUR VOTE IS IMPORTANT!

        Whether or not you plan to attend the Annual Meeting and regardless of the number of shares you own, please date, sign and return the enclosed proxy card in the enclosed envelope (which requires no postage if mailed in the United States).

PLEASE VOTE



QuickLinks

ABOUT THE MEETING
ELECTION OF DIRECTORS
Comparison of Total Return of the Company, Peer Group and Broad Market
REPORT OF THE COMPENSATION COMMITTEE
REPORT OF THE AUDIT COMMITTEE
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
BENEFICIAL OWNERSHIP OF COMMON STOCK
STOCKHOLDERS' PROPOSALS
INDEPENDENT AUDITORS
SOLICITATION OF PROXIES