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Geeknet, Inc 8-K 2012

Documents found in this filing:

  1. 8-K
  2. 8-K
GeekentAnnualMeeting8-K2012-1


 
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):
 
May 10, 2012
 
Geeknet, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
000-28369
77-0399299
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
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      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
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))
 
 
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
 
At the 2012 Annual Meeting of stockholders (the “Annual Meeting”) of Geeknet, Inc. (the “Company”) held on May 10, 2012, the stockholders approved a proposal to amend the Company’s 2007 Equity Incentive Plan (the “Stock Plan”) solely to change the calculation of restricted stock units.

In addition, the stockholders approved the creation of an employee stock purchase plan (the “ESPP”). Under the ESPP, 100,000 shares of Company common stock are authorized for purchase, subject to adjustment for stock splits, combinations, stock dividends and similar capital reorganizations. Employees of the Company (including the Company’s named executive officers) are eligible to participate in the ESPP. Offers of shares to Company employees under the ESPP will be made at the direction of the Company’s Compensation Committee. Company shares may be offered for purchase at not less than the lesser of 95% of fair market value at the grant date of the purchase right or the last date of the ESPP offering. No employee is permitted to purchase shares of Company common stock through the ESPP with a value of more than $25,000 in any single calendar year.
 
The amendments to the Stock Plan and the ESPP, are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
 
  
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
The Company held the Annual Meeting on May 10, 2012. Stockholders of record at the close of business on March 15, 2012 (the “Record Date”) were entitled to vote at the Meeting. As of the Record Date, 6,393,452 shares of the Company’s Common Stock were entitled to vote. A total of 4,715,887 shares of the Company’s Common Stock (73.76%), constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.
 
The stockholders voted on five proposals at the Annual Meeting. The proposals are described in detail in the Company’s definitive proxy statement dated March 30, 2012.



 
Proposal 1: The Company’s stockholders elected nine directors to the Board to serve for a one year term until the 2013 annual meeting of stockholders. The votes regarding this proposal were as follows: 
 
 
For
 
Withhold
 
Broker Non-Votes
Kenneth G. Langone
 
3,130,247
 
71,146
 
1,514,494
Matthew C. Blank
 
3.144,490
 
56,903
 
1,514,494
Matthew Carey
 
3,166,806
 
34,587
 
1,514,494
Thomas Coughlin
 
3,165,608
 
35,785
 
1,514,494
Peter A. Georgescu
 
3,142,893
 
58,500
 
1,514,494
Sir Ronald Hampel
 
3,164,137
 
37,256
 
1,514,494
Frank A Riddick, III
 
3,143,414
 
57,979
 
1,514,494
Derek Smith
 
3,164,329
 
37,064
 
1,514,494
Michael Solomon
 
3,167,766
 
33,627
 
1,514,494
David B. Wright
 
3,143,489
 
57,594
 
1,514,494

Proposal 2: The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
4,664,710
 
31,187
 
19,409
 
0
 
Proposal 3: The Company’s stockholders voted, on an advisory basis, to approve named executive compensation.
 
For
 
Against
 
Abstain
 
Broker Non-Votes
2,608,769
 
481,261
 
110,782
 
1,514,494
  
Proposal 4: As described in Item 5.02 above, the Company’s stockholders approved an amendment to the Company’s 2007 Equity Incentive Plan. The votes regarding this proposal were as follows:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
2,275,808
 
814,968
 
 110036
 
1,514,494
 

Proposal 5: As described in Item 5.02 above, the Company’s stockholders approved creation of an employee stock purchase plan. The votes regarding this proposal were as follows:



 
For
 
Against
 
Abstain
 
Broker Non-Votes
3,090,964
 
10,504
 
 99344
 
1,514,494


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d)  Exhibits.

The following exhibits are attached to this Current Report on Form 8-K:

Exhibit No.
 
Description
 
 
 
10.1(1)
 
Amendments to 2007 Equity Incentive Plan
10.2(2)
 
Geeknet, Inc. 2012 Employee Stock Purchase Plan

 
(1)
Incorporated by reference from Appendix I of Registrant’s Definitive Proxy Statement on Schedule 14A filed on March 30, 2012 (Commission file number 000-28369).
 
(2)
Incorporated by reference from Appendix II of Registrant’s Definitive Proxy Statement on Schedule 14A filed on March 30, 2012 (Commission file number 000-28369).





 
 
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
 
 
By:
/s/
 
 
Kathryn McCarthy
Executive Vice President and Chief Financial Officer

Date:  May 16, 2012
 
 
 

 
 
EXHIBIT INDEX


Exhibit No.
 
Description
10.1(1)
 
Amendments to 2007 Equity Incentive Plan
10.2(2)
 
Geeknet, Inc. 2012 Employee Stock Purchase Plan

 
(1)
Incorporated by reference from Appendix I of Registrant’s Definitive Proxy Statement on Schedule 14A filed on March 30, 2012 (Commission file number 000-28369).
 
(2)
Incorporated by reference from Appendix II of Registrant’s Definitive Proxy Statement on Schedule 14A filed on March 30, 2012 (Commission file number 000-28369).

 

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