-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GoOMhW8K8Z4pNKUCPU4QZZ7xJdtUZnZWNPWSlwvcroqAQSUn6uIv36bb5DS001Mf zA7INXfZfYZC7l0WwUZLYg== 0000950123-09-043887.txt : 20090917 0000950123-09-043887.hdr.sgml : 20090917 20090917170051 ACCESSION NUMBER: 0000950123-09-043887 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090917 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20090917 DATE AS OF CHANGE: 20090917 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BORDERS GROUP INC CENTRAL INDEX KEY: 0000940510 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 383294588 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13740 FILM NUMBER: 091074937 BUSINESS ADDRESS: STREET 1: 100 PHOENIX DRIVE CITY: ANN ARBOR STATE: MI ZIP: 48108 BUSINESS PHONE: (734) 477-1100 MAIL ADDRESS: STREET 1: 100 PHOENIX DRIVE CITY: ANN ARBOR STATE: MI ZIP: 48108 8-K 1 k48327e8vk.htm 8-K e8vk
 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
September 17, 2009
 
(Date of Report; Date of Earliest Event Reported)
BORDERS GROUP, INC.
 
(Exact Name of Registrant as Specified in its Charter)
         
Michigan   1-13740   38-3294588
         
(State or Other Jurisdiction of
Incorporation) 		  (Commission File Number)   (IRS Employer Identification
Number)
100 Phoenix Drive, Ann Arbor, MI 48108
 
(Address of Principal Executive Offices)
734-477-1100
 
(Registrant’s Telephone Number, Including Area Code)
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
  (b)   Donald G. Campbell, Joel J. Cohen, Amy B. Lane, Brian T. Light and Lawrence I. Pollock resigned as Directors of Borders Group, Inc. (the “Company”) effective September 17, 2009.
 
  (d)   Effective September 17, 2009, the Company appointed five new Directors who will serve on the committees indicated: Paul J. Brown: Audit; Ronald J. Floto: Nominating and Corporate Governance, Compensation; Michael Grossman: Nominating and Corporate Governance, Compensation; Dan Rose: Compensation; and Timothy V. Wolf: Nominating and Corporate Governance, Audit. In connection with their election, the Company and each of the new directors are entering into the Company’s standard indemnification agreement, the principal purpose of which is to confirm that the indemnification rights of the director under Article VIII of the Restated Articles of Incorporation of the Company shall apply during and after the term of an individual’s service with the Company, without regard to whether any actual or alleged occurrence or omission shall have occurred, or whether any claim shall have accrued or been made, before, during or after such term of service. The agreement with each of the directors is substantially in the form of the agreement filed as Exhibit 99.5 to the Company’s Form 8-K Report dated November 25, 2008. There are no transactions in which any newly appointed Director has an interest requiring disclosure under Item 404(a) of Regulation S-K.

 

 

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.
         
  Borders Group, Inc.
(Registrant)
 		  
Dated: September 17, 2009  By:   /s/ MARK R. BIERLEY    
    Mark R. Bierley   
    Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer) 		  
 

 

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