DESIGN WITHIN REACH INC - Recent Material Event

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

Design Within Reach, Inc., a Delaware corporation (the “Company”) today announced the resignations of Chairman John Hansen and Terry Lee from its Board of Directors, effective May 8, 2009.

The directors informed the Company that they resigned to eliminate any conflicts of interest that might arise if JH Partners, LLC were to propose an acquisition or financing transaction in connection with the Company’s ongoing process to review strategic alternatives. Mr. Hansen is the President of JH Partners, LLC, a San Francisco based private equity firm. Mr. Lee is a Strategic Operating Partner of JH Partners, LLC.

Mr. Hansen served as Chairman of the Board from November 2003 until his resignation. Mr. Hansen was a member of the Nominating and Corporate Governance Committee. Mr. Lee was appointed a director of Design Within Reach in November 2003. Mr. Lee was a member of the Audit Committee and the Compensation Committee.

The Company also announced that the size of the Board has been reduced from eight directors to six directors in accordance with the Company’s Amended and Restated Bylaws.


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


Date: May 8, 2009     DESIGN WITHIN REACH, INC.
    By:   /s/ Ray Brunner

Ray Brunner

President and Chief Executive Officer