Current Report Filing (8-k)
14 2월 2018 - 8:39PM
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):
February
12, 2018
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
(
see
General Instruction A.2.
below):
⃞
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))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company
⃞
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act.
⃞
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(d) On February 12, 2018, Mr. Robert L. Dixon, Jr. was
elected to the board of directors (the “Board”) of Build-A-Bear
Workshop, Inc. (the “Company”) by the Board. Mr. Dixon will serve as a
Class II director and his term will expire at the 2018 annual meeting of
stockholders of the Company. With the appointment of Mr. Dixon, the
Board now includes eight members, seven of whom are deemed independent
by the Board under New York Stock Exchange rules and other applicable
regulations. Coleman Peterson announced his retirement from the Board
and that he will not stand for re-election. Accordingly, the size of
the Board will be reduced to seven members effective at the time of the
expiration of Mr. Peterson’s term at the Company’s annual meeting of
stockholders in May 2018.
There is no arrangement or understanding between Mr. Dixon
and any other person pursuant to which Mr. Dixon was elected as a
director. Mr. Dixon was determined to be independent by the Board and
will serve as member of the Board’s Audit Committee and as a member of
the Board’s Nominating and Corporate Governance Committee (the
“Compensation Committee”).
In addition, in connection with his election to the Board
and in accordance with the Company’s non-employee director compensation
policies, the Compensation and Development Committee approved an award
to Mr. Dixon of 2,310 shares of restricted stock under the Company's
2107 Omnibus Incentive Plan. Pursuant to his restricted stock award
agreement, the shares will vest May 11, 2018, subject to their continued
service on the Board. His ongoing annual compensation will be
consistent with that provided to the Company’s other non-employee
directors, as described in the Company’s most recent proxy statement
filed with the Securities and Exchange Commission (the “SEC”).
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 Mr. Dixon had, or will have, a direct or
indirect material interest.
Item 8.01 Other Events.
On February 14, 2018, the Company issued a press release announcing the
election of Mr. Dixon to the Board, a copy of which is filed as Exhibit
99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
.
(d) Exhibits
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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February 14, 2018
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By:
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/s/ Eric Fencl
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Name:
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Eric Fencl
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Title:
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Chief Administrative Officer,
General Counsel and Secretary
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3
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