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):
July 8, 2013
Geeknet, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
000-28369 |
77-0399299 |
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(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):
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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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ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(c)
On July 9, 2013, Geeknet, Inc. (the “Company”), announced the appointment of Julie Pangelinan as Chief Financial Officer of the Company, effective August 12, 2013.
Prior to joining the Company, Julie Pangelinan, 49, was the Chief Financial Officer for Interstate Hotels and Resorts from July 2011 until March 2013. Prior to that, from May 2009 until January 2011 she was Chief Financial Officer of Sunrise Senior Living. Ms. Pangelinan joined Sunrise Senior Living as its chief accounting officer in April 2006 and also served as its treasurer and acting chief financial officer prior to her appointment to Chief Financial Officer. Prior to joining Sunrise, Ms. Pangelinan worked for Marriott International, Inc. as vice president, accounting policy, from April 2003 to April 2006 and as senior director of accounting policy from August 2000 to May 2003, where Ms. Pangelinan was responsible for providing proactive leadership on accounting policy for business transactions and deal structures, as well as managing all external financial reporting and regulatory filings and ensuring compliance with SEC rules and generally accepted accounting principles. Prior to working at Marriott International, Inc., Ms. Pangelinan was an audit partner at BDO Seidman, LLP.
Ms. Pangelinan will receive an annual salary of $350,000. Ms. Pangelinan will also be eligible to participate in the Company’s Target Short Term Incentive Opportunity program, under which she will be eligible to receive a target bonus opportunity of 30% of her base salary based on the achievement of certain performance goals to be established by the Company’s board of directors. Subject to the approval of the Compensation Committee of the Company’s board of directors, effective on August 30, 2013, Ms. Pangelinan will be granted restricted stock units that settle in shares of Company common stock with an economic value of $80,000 and options to purchase the Company’s common stock with an economic value of $80,000. The actual number of options and restricted stock units will be determined based on the closing price of the Company’s common stock on the date of grant. The restricted stock units and options will vest consistent with the Company’s customary vesting schedule (these awards will vest, subject to continued employment, over a three-year period with ratable vesting of 1/3 of the award each year).
In the event that Ms. Pangelinan’s employment is terminated by the Company without cause prior to the first anniversary of her commencing employment, she will receive the equivalent months of base salary remaining in the initial year of employment plus six months of base salary, not to exceed a total of 12 months of base salary and she will receive up to six months of Company-paid medical insurance coverage for herself and eligible dependents. If Ms. Pangelinan’s employment is terminated following the first anniversary or her start date, she will be entitled to receive six months of base salary and up to six months of Company-paid medical insurance coverage for herself and eligible dependents. All severance payable pursuant to the employment letter is subject to offset with respect to amounts earned by Ms. Pangelinan from a subsequent employer during the applicable period following her termination of employment with the Company.
The Company issued a press release announcing Ms. Pangelinan’s appointment, which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
The following exhibit is attached to this Current Report on Form 8-K:
Exhibit No. Description
99.1 Press Release issued by Geeknet, Inc. dated July 9, 2013.
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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By: |
/s/ Kathryn McCarthy |
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Kathryn McCarthy Chief Executive Officer and President |
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Date: July 9, 2013
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Exhibit 99.1
Geeknet Appoints Julie Pangelinan As CFO
FAIRFAX, Va., July. 9, 2013 /PRNewswire/ -- Geeknet, Inc. (Nasdaq: GKNT), the parent company of online retailer ThinkGeek.com, today announced the appointment of Julie Pangelinan as Chief Financial Officer, effective August 12, 2013.
Pangelinan brings over 25 years of operations and financial experience to Geeknet, most recently as Chief Financial Officer of Interstate Hotels and Resorts, Inc. and Sunrise Senior Living, Inc.
“I am pleased to announce the appointment of Julie Pangelinan to the role of CFO,” said Katy McCarthy, Chief Executive Officer of Geeknet. “We are impressed with Julie’s public company CFO experience as well as her previous roles leading successful business transformations. Her dynamic leadership mixed with her strong financial background will be a tremendous asset to the company as we execute our vision of being the #1 destination in the galaxy for smart products. Julie joins the strong leadership team that we have put in place to drive future growth while continuing to delight our loyal ThinkGeek community.”
During her tenure at Interstate Hotels and Resorts, Inc., Pangelinan led the finance team during a period of significant growth in profitability. At Sunrise Senior Living, Inc. Pangelinan was hired to strengthen the accounting organization and was a key member responsible for restructuring the company. Prior to joining Sunrise, Pangelinan worked for Marriott International, Inc. as vice president, accounting policy, where she was responsible for providing proactive leadership on accounting policy for business transactions and deal structures, as well as managing all external financial reporting.
“Geeknet is a unique and valuable asset with a large market opportunity,” said Pangelinan. “I am extremely excited and proud to be joining the fantastic management team at Geeknet as we work together to grow a world-class e-commerce site. I look forward to being an integral part of the company’s success.”
About Geeknet, Inc.
ThinkGeek, a wholly owned subsidiary of Geeknet, Inc. (NASDAQ: GKNT), is the premier retailer for the global geek community. Since 1999, ThinkGeek has sought to provide tech, gadget, and toy-obsessed communities with all the things geeks crave. ThinkGeek was founded to serve the distinct needs and interests of technology professionals and enthusiasts and today has grown to become the first choice for innovative and imaginative products that appeal to the geek in everyone. Want to learn more? Check out thinkgeek.com or geek.net.
NOTE REGARDING FORWARD-LOOKING STATEMENTS: This press release contains forward-looking statements. These statements are based on our current expectations and involve risks and uncertainties. Such statements include, but are not limited to, those relating to our expectations and beliefs regarding the Company’s growth prospects and the ability of our new management team to effectively manage our business. Actual results may differ materially from those expressed or implied in such forward-looking statements due to various factors, including: popularity and demand for our retail products; management's strategy, plans and objectives for future operations; employee relations and our ability to attract and retain highly qualified personnel; our ability to continue to invest in developing new products; competition, competitors and our ability to compete; liquidity and capital resources; the outcome of any litigation to which we are a party; our accounting policies; and sufficiency of our cash resources and investments to meet our operating and working capital requirements. Investors should consult our filings with the Securities and Exchange Commission, sec.gov, including the risk factors section of our Annual Report on Form 10-K for the year ended December 31, 2012, for further information regarding these and other risks of our business. All forward-looking statements included in this press release are based upon information available to us as of the date hereof, and we do not assume any obligations to update such statements or the reasons why actual results could differ materially from those projected in such statements.