Attached files
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| EX-99.1 - Geeknet, Inc | v209565_ex99-1.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):
January
31, 2011
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)
|
(Commission
File Number)
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(IRS
Employer Identification
No.)
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11216
Waples Mill Road, Suite 100
Fairfax,
VA 22030
(Address
of principal executive offices, including zip code)
(877)
433-5638
(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):
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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
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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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Election
of Director
On
January 31, 2011, the Board of Directors (the “Board”) of Geeknet, Inc. (the
“Company”) appointed Matthew C. Blank to serve as a member of the Board,
effective January 31, 2011. Mr. Black was designated as a Class II
director with a term expiring at the annual meeting following the close of the
fiscal year ending December 31, 2010. Mr. Blank will participate in
the non-employee director compensation arrangements described in the Company’s
Form 8-K report filed with the SEC on November 18, 2010. Under the
terms of those arrangements, he will receive as of January 31, 2011, a one-time
grant of Restricted Stock Units of Geeknet Common Stock with a value of $40,000,
determined by reference to the closing market price of Geeknet Common Stock on
the date of grant. These Restricted Stock Units will become fully
vested on the day preceding the next Annual Shareholder meeting, subject to his
continued services as a non-employee Director on such date.
Mr. Blank
will also receive an annual retainer consisting of Restricted Stock Units of
Geeknet Common Stock with value of $50,000, determined by reference to the
closing market price of Geeknet Common Stock on the date of
grant. These Restricted Stock Units will be granted effective as of
January 2, 2012 and will become fully vested on the day preceding the then next
Annual Shareholder meeting, subject to his continued service as a non-employee
Director on such date.
The
Company will also enter into an indemnification agreement with Mr. Blank on the
Company’s standard form.
Mr. Blank
is not a party to any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K.
Mr. Blank
has not been appointed to serve on any Board committee.
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Item
9.01
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Exhibits
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Exhibit No.
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Description
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99.1
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Press Release issued by Geeknet,
Inc. dated February 1, 2011, titled “Geeknet Appoints Matthew C. Blank to
its Board of Directors”
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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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GEEKNET,
INC.
a
Delaware corporation
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|||
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Date: February
1, 2011
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By:
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/s/ Kathryn McCarthy | |
| Kathryn McCarthy | |||
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Executive
Vice President and Chief Financial Officer
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|||
EXHIBIT
INDEX
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Exhibit No.
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Description
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|
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99.1
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Press Release issued by Geeknet,
Inc. dated February 1, 2011, titled “Geeknet Appoints Matthew C. Blank to
its Board of Directors”
|