Attached files
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EX-99.1 - Geeknet, Inc | v206023_ex99-1.htm |
EX-10.1 - Geeknet, Inc | v206023_ex10-1.htm |
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)
December
14, 2010
Geeknet,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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000-28369
|
77-0399299
|
(State
or other
jurisdiction
of incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
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):
¨
|
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 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
(c) On
December 16, 2010, Geeknet, Inc. (“Geeknet” or the “Company”) issued a press
release announcing the appointment of Kathryn McCarthy, age 42, as Executive
Vice President and Chief Financial Officer of Geeknet, Inc., effective as of
January 4, 2011.
From
January 2006 to December 2007, Ms. McCarthy served as Vice-President and CFO of
GE Healthcare in London, UK, in which capacity she partnered with the CEO to
deliver global growth, reduce costs and support mergers and acquisitions and
integration activities. From July 2003 to December 2005, Ms. McCarthy
served as Vice-President of the GE Audit Staff of the General Electric Company,
in which capacity she led global audits and reported frequently to the Audit
Committee and the Board of Directors. Ms. McCarthy held various other
positions at the General Electric Company for the 18 years prior to joining the
Company. Ms. McCarthy graduated from the GE Financial Management Program and
holds a Bachelor of Business Administration from the University of
Massachusetts.
Ms.
McCarthy will receive an annual base salary of Four Hundred Thousand Dollars
($400,000.00) and is entitled to receive a guaranteed bonus for the calendar
year 2011 of Two Hundred Thousand Dollars ($200,000.00). For calendar years
beginning in 2012, any bonus shall be subject to approval of the Company’s Board
of Directors in their sole discretion. In addition, the Company has
agreed to grant Ms. McCarthy Seventy-Eight Thousand One Hundred Twenty-Five
(78,125) Restricted Stock Units effective upon the date she commences employment
with the Company. The Restricted Stock Units shall vest over three
(3) years from the date of grant, with one-third (1/3) of the total shares
subject to the award vesting on each twelve month anniversary of the date of
grant, subject to her continued employment on each vesting date.
A copy of
the press release entitled “Geeknet Names Kathryn McCarthy as Chief Financial
Officer” dated December 16, 2010, is attached as Exhibit 99.1 hereto and
incorporated herein by reference.
On
December 16, 2010, the Company entered into an employment agreement with Ms.
McCarthy. Pursuant to the terms of Ms. McCarthy’s employment agreement, she is
entitled to receive the certain specified severance benefits as described
below:
If Ms.
McCarthy is terminated by the Company other than for Cause, death or Disability
prior to a Change of Control or after twelve months following a Change of
Control (as such terms are defined in the employment agreement), then subject to
Ms. McCarthy executing a release of claims agreement in a form reasonably
acceptable to the Company, she will receive (i) compensation for a period of six
months equal to the pro-rata portion of her annual base salary, (ii) payment of
the quarterly bonus, if any, she would have been paid under the Company’s bonus
plan for the entire quarter in which such termination occurred, (iii) at least
90 days post-termination to exercise any outstanding awards or such longer
period as prescribed in the respective stock plan and agreement for such award,
and (iv) six months of health benefits coverage for Ms. McCarthy and her
eligible dependents.
If within
twelve months following a Change of Control (A) the Company terminates Ms.
McCarthy other than for Cause, death or Disability or (B) upon Ms. McCarthy’s
Constructive Termination (as such terms are defined in the employment
agreement), then subject to Ms. McCarthy executing a release of claims agreement
in a form reasonably acceptable to the Company, she will receive (i)
compensation for a period of six months equal to the pro-rata portion of her
annual base salary, (ii) payment of the quarterly bonus, if any, she would have
been paid under the Company’s bonus plan for the entire quarter in which such
termination occurred, (iii) full acceleration of all outstanding and unvested
awards such that they become immediately exercisable (iv) at least 90 days
post-termination to exercise any outstanding awards or such longer period as
prescribed in the respective stock plan and agreement for such award, and (v)
six months of health benefits coverage for Ms. McCarthy and her eligible
dependents.
The
foregoing description of the employment agreement with Ms. McCarthy contained in
this Current Report on Form 8-K does not purport to be complete and is qualified
in its entirety by reference to the employment agreement, which is filed hereto
as Exhibit 10.1.
There are
no family relationships between Ms. McCarthy and any executive officers,
directors, or other employees of the Company. There are no relationships or
transactions between Ms. McCarthy and the Company that would be reportable under
Item 404(a) of Regulation S-K.
(e) On
December 14, 2010, the Company promoted Caroline Offutt, currently serving as
the Company’s President and General Manager, ThinkGeek, to President and Chief
Executive Officer of ThinkGeek, Inc., a wholly owned subsidiary of the Company,
and promoted Scott Collison, currently serving as President and General Manager
of the Media division, to President and Chief Executive Officer of the Media
division. In connection with their promotions, on December 14, 2010,
the Company granted each of Caroline Offutt and Scott Collison Seventy-Eight
Thousand One Hundred Twenty-Five (78,125) Restricted Stock Units under the
Company’s 2007 Stock Option Plan. The Restricted Stock Units shall
vest over three (3) years from the date of grant, with one-third (1/3) of the
total shares subject to the award vesting on each twelve month anniversary of
the date of grant, subject to their continued employment on each vesting
date.
In
addition, the Company increased each of their annual base salaries from Three
Hundred Eighty Five Thousand ($385,000) for Mr. Collison and Two Hundred Ninety
Thousand ($290,000), for Ms. Offutt, to Four Hundred Thousand Dollars
($400,000.00) and provided that each would receive a guaranteed bonus for the
calendar year 2011 of Two Hundred Thousand Dollars ($200,000.00). For
calendar years beginning in 2012, any bonus shall be subject to approval of the
Company’s Board of Directors in their sole discretion.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits
The
following exhibits are filed as part of this Current Report:
EXHIBIT
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NUMBER
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DESCRIPTION
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10.1
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Employment
Agreement between Kathryn McCarthy and Geeknet, Inc.
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99.1
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Press
Release entitled, “Geeknet Names Kathryn McCarthy as Chief Financial
Officer” dated December 16,
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.
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:
December 20, 2010
EXHIBIT
INDEX
EXHIBIT
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NUMBER
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DESCRIPTION
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10.1
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Employment
Agreement between Kathryn McCarthy and Geeknet, Inc.
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99.1
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Press
Release entitled, “Geeknet Names Kathryn McCarthy as Chief Financial
Officer” dated December 16,
2010
|