UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 10, 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)
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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EXPLANATORY NOTE
This Current Report on Form 8-K/A updates information disclosed in a Current Report on Form 8-K filed by Geeknet, Inc. (the “Company”) on May 13, 2011 (the “Original Report”) relating to the Company’s Annual Meeting of Stockholders held on May 10, 2011 (the “2011 Annual Meeting”). The sole purpose of this amendment is to disclose the Company’s decision regarding how frequently it will conduct future advisory votes on executive compensation. Except as expressly set forth herein, this Current Report on Form 8-K/A does not amend, modify or update the disclosures contained in the Original Report.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
As previously reported in the Original Report, in an advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers held at the 2011 Annual Meeting, a majority of shares were voted in favor of an annual advisory vote. In light of such vote, the Company has determined, as was recommended with respect to this proposal by the Board of Directors in the proxy statement for the 2011 Annual Meeting, that the Company will include an annual advisory vote on the compensation of the Company’s named executive officers in its future proxy materials until the next required vote on the frequency of stockholder votes on the compensation of executives.
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.
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By:
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/s/ Kathryn McCarthy
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Kathryn McCarthy
Executive Vice President and Chief Financial Officer
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Date: December 5, 2011