- Current report filing (8-K)
21 Julho 2010 - 7:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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):
July 19,
2010
Geeknet,
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-28369
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77-0399299
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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650
Castro Street, Suite 450
Mountain
View, CA 94041
(Address
of principal executive offices, including zip code)
(650)
694-2100
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
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 (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Resignation
of Director
On July
19, 2010, Suzanne M. Present resigned as a member of the Board of Directors (the
“Board”) of Geeknet, Inc. (the “Company”). The resignation was not
due to or related to any disagreement with the Company on any matter relating to
the Company’s operations, policies or practices.
Election
of Director
On July
19, 2010, the Board appointed Michael B. Solomon as a member of the Board to
fill the vacancy created by Ms. Present’s resignation. Mr. Solomon
will participate in the non-employee director compensation arrangements
described in the Company’s 2010 annual proxy statement filed with the SEC on
March 24, 2010. Under the terms of those arrangements, he will receive, among
other things, cash compensation consisting of a $20,000 annual retainer as a
member of the Board, and certain fees relating to attendance at Board meetings,
and equity compensation consisting of an initial option granted under the
Company’s 2007 Equity Incentive Plan to purchase 70,000 shares of the Company’s
common stock at an exercise price per share equal to the fair market value on
the date of grant, which option will vest over a three-year
period. In addition, the Company’s non-employee director compensation
arrangements provide that so long as Mr. Solomon remains a non-employee director
and has been a member of the Board for at least nine months prior to the date of
an annual stockholders’ meeting, he will be granted an annual right to purchase
10,000 restricted shares at $0.001 per share following each such meeting and
such restricted shares will vest 50% immediately and 50% on the one year
anniversary of the grant.
The
Company will also enter into an indemnification agreement with Mr. Solomon on
the Company’s standard form.
Mr.
Solomon is not a party to any transaction required to be disclosed pursuant to
Item 404(a) of Regulation S
‑
K. The Board has
not yet appointed Mr. Solomon to any Board committees.
SIGNATURES
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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GEEKNET,
INC.
a
Delaware corporation
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By:
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/s/
Patricia S. Morris
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Patricia
S. Morris
Senior
Vice President and Chief Financial
Officer
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Date: July 20,
2010
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