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
Build-A-Bear Workshop, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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001-32320
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43-1883836
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(State or Other
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(Commission
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(IRS Employer
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Jurisdiction of
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File Number)
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Identification No.)
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Incorporation)
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1954 Innerbelt Business Center Drive
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St. Louis, Missouri
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63114
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(Address of Principal Executive Offices)
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(Zip Code)
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(314) 423-8000
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) As previously announced, William Reisler retired from the Board of Directors of Build-A-Bear Workshop, Inc. (the “Company”) at the expiration of his term at the Company’s 2012 Annual Meeting of Stockholders on May 10, 2012. He served as a member of the Audit Committee and the Compensation and Development Committee.
(d) On May 10, 2012, Mr. Thomas Pinnau was elected to the board of directors (the “Board”) of Build-A-Bear Workshop, Inc. (the “Company”) by the Board. Mr. Pinnau will serve as a Class III director and his term will expire at the 2013 annual meeting of stockholders of the Company.
There is no arrangement or understanding between Mr. Pinnau and any other person pursuant to which Mr. Pinnau was elected as a director. Mr. Pinnau will serve as a member of the Board's Audit Committee and Compensation and Development Committee.
In addition, in connection with his election to the Board and in accordance with our outside director compensation policies, the Compensation and Development Committee approved an award to Mr. Pinnau of 7,524 shares of restricted stock under the Company's Second Amended and Restated 2004 Stock Incentive Plan. Pursuant to his restricted stock award agreement, the shares will vest October 28, 2012 (the anniversary date of our initial public offering (October 28, 2004)), subject to Mr. Pinnau's continued service on our Board.
The Company is not aware of any transactions, proposed transactions, or series of either to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000 and in which Mr. Pinnau had, or will have, a direct or indirect material interest.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of stockholders on May 10, 2012. The following proposals were submitted by the Board of Directors to a vote of the Company’s stockholders and the final results of the voting on each proposal are noted below.
Proposal I. Election of Directors
The following two directors were nominated to serve for three-year terms expiring at the 2015 annual meeting of stockholders or until their successors are duly elected and qualified. The two directors, as indicated below, were elected as directors of the Company.
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Nominee
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For
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Withheld
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Broker Non-Votes
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Braden Leonard
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9,613,226 | 1,764,143 | 2,889,637 |
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Coleman Peterson
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10,898,097 | 479,272 | 2,889,637 |
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Proposal II. Ratification of Appointment of Independent Accountants
The stockholders were asked to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 29, 2012. The appointment was approved by the requisite vote of a majority of the shares represented in person or by proxy and entitled to vote, as indicated below.
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For
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Against
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Abstain
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Broker Non-Votes
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| 14,057,915 | 203,092 | 5,999 |
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Proposal III. Advisory Vote Approving Executive Compensation
The stockholders were asked to approve the executive compensation as disclosed in the Compensation Discussion and Analysis included in the Company’s Proxy Statement pursuant to the compensation disclosure rules of the United States Securities and Exchange Commission. The proposal was approved by the requisite vote of a majority of the shares represented in person or by proxy and entitled to vote, as indicated below.
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For
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Against
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Abstain
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Broker Non-Votes
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| 11,161,489 | 118,164 | 97,716 | 2,889,637 |
Item 7.01. Regulation FD Disclosure.
On May 10, 2012, the Company issued a press release announcing the election of Mr. Pinnau as a director. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein. The description of the press release contained herein is qualified in its entirety by the full text of such exhibit.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description of Exhibit | |
| 99.1 | Press Release dated May 10, 2012 |
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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.
| BUILD-A-BEAR WORKSHOP, INC. | |||
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Date: May 10, 2012
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By:
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/s/ Tina L. Klocke | |
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Name: Tina L. Klocke
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Title: Chief Operations and Financial Bear,
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| Treasurer and Secretary |
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EXHIBIT INDEX
| Exhibit Number | Description of Exhibit | |
| 99.1 | Press Release dated May 10, 2012 |
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Exhibit 99.1 |
Build-A-Bear Workshop, Inc.
Names Thomas Pinnau
To its Board of Directors
ST. LOUIS (May 10, 2012) - Build-A-Bear Workshop, Inc. (NYSE: BBW), the interactive retailer of customized stuffed animals, announced today that Thomas Pinnau has been appointed to the Company’s Board of Directors.
Mr. Pinnau, 47, will serve on the Audit Committee and the Compensation and Development Committee of the Board, effective immediately. With Mr. Pinnau’s appointment, the Build-A-Bear Workshop® Board will have eight members, seven of whom, including Mr. Pinnau, are deemed independent by the Board under New York Stock Exchange rules and other applicable regulations.
As previously announced, William Reisler retired from the Board on May 10, 2012, effective with the expiration of his term at the Build-A-Bear Workshop 2012 Annual Meeting of Stockholders.
Mr. Pinnau is the Chief Executive Officer of Knowledge Universe, Global Work Solutions, a provider of corporately sponsored employee work life support product services. Mr. Pinnau has held that position since 2011. From 2009 to 2011, Mr. Pinnau was EVP/Executive Managing Director of the International Health and Beauty retail and product portfolio business at The Alliance Boots Company. Prior to that Mr. Pinnau held various managerial positions with Mars, Incorporated and The Procter & Gamble Company.
“We are pleased to have Thomas join our Board. We believe his financial acumen and international business experience complements the strengths of our existing Board and will be of great value to us as we position Build-A-Bear Workshop for profitable global growth,” said Maxine Clark, founder and chief executive bear of Build-A-Bear Workshop.
About Build-A-Bear Workshop, Inc.
Build-A-Bear Workshop, Inc. is the only global company that offers an interactive make-your-own stuffed animal retail-entertainment experience. There are more than 400 Build-A-Bear Workshop stores worldwide, including company-owned stores in the U.S., Puerto Rico, Canada, the United Kingdom and Ireland, and franchise stores in Europe, Asia, Australia, Africa, the Middle East, Mexico and South America. Founded in St. Louis in 1997, Build-A-Bear Workshop is the leader in interactive retail. Brands include make-your-own Major League Baseball® mascot in-stadium locations, and Build-A-Dino® stores. Build-A-Bear Workshop extends its in-store interactive experience online with its award winning virtual world Web site at bearville.com®. The company was named to the FORTUNE 100 Best Companies to Work For® list for the fourth year in a row in 2012. Build-A-Bear Workshop (NYSE: BBW) posted total revenue of $394.4 million in fiscal 2011. For more information, call 888.560.BEAR (2327) or visit the company's award-winning Web site at buildabear.com®.
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Contact:
Investors:
Tina Klocke
Build-A-Bear Workshop
314-423-8000 x5210
Tinak@buildabear.com
Media:
Jill Saunders
Build-A-Bear Workshop
314.423.8000 x5293
Jills@buildabear.com