- Current report filing (8-K)
19 11월 2010 - 10:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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)
November
19, 2010 (November 17, 2010)
Build-A-Bear Workshop, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
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001-32320
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43-1883836
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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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1954 Innerbelt Business Center Drive
St. Louis, Missouri
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63114
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(314)
423-8000
(Registrant’s
Telephone Number, Including Area Code)
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:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02.
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
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(d) On November 17, 2010, Ms. Virginia H. Kent was elected to the
board of directors (the “Board”) of Build-A-Bear Workshop, Inc. (the
“Company”) by the Board. Ms. Kent will serve as a Class I director and
her term will expire at the 2011 annual meeting of stockholders of the
Company.
There is no arrangement or understanding between Ms. Kent and any other
person pursuant to which Ms. Kent was elected as a director. Ms. Kent
will serve as a member of the Board's Audit Committee and its
Compensation Committee.
In addition, in connection with her election to the Board and in
accordance with our outside director compensation policies, the
Compensation Committee approved an award to Ms. Kent of 11,412 shares of
restricted stock under the Company's Second Amended and Restated 2004
Stock Incentive Plan. Pursuant to her restricted stock award agreement,
the shares will vest October 28, 2011 (the anniversary date of our
initial public offering (October 28, 2004)), subject to Ms. Kent's
continued service on our Board.
The Company is not aware of any transactions, proposed transactions, or
series of either to which the Company or any of its subsidiaries was or
is to be a party, in which the amount involved exceeds $120,000 and in
which Ms. Kent had, or will have, a direct or indirect material interest.
Item 7.01.
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Regulation FD Disclosure.
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On November 19, 2010, the Company issued a press release announcing the
election of Ms. Kent as a director. A copy of the press release is
furnished as Exhibit 99.1 hereto and is incorporated by reference
herein. The description of the press release contained herein is
qualified in its entirety by the full text of such exhibit.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
Exhibit Number
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Description of Exhibit
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99.1
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Press Release dated November 19, 2010
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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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BUILD-A-BEAR WORKSHOP, INC.
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Date:
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November 19, 2010
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By:
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/s/ Eric R. Fencl
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Name:
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Eric R. Fencl
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Title:
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Chief Bearrister—General Counsel and
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International Franchising
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EXHIBIT INDEX
Exhibit Number
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Description of Exhibit
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99.1
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Press Release dated November 19, 2010
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Build A Bear Workshop (NYSE:BBW)
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