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): September 8, 2020
Build-A-Bear Workshop, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
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Delaware --------------------------- (State or Other Jurisdiction of Incorporation) |
001-32320 ------------------- (Commission File Number) |
43-1883836 --------------------------- (IRS Employer Identification No.) |
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415 South 18th St., St. Louis, Missouri St. Louis, Missouri ---------------------------------------------------- (Address of Principal Executive Offices) |
63103 ------------------ (Zip Code) |
(314) 423-8000
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(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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, par value $0.01 per share |
BBW |
New York Stock Exchange |
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Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On September 8, 2020, David Kanen resigned from the Board of Directors (the “Board”) of Build-A-Bear Workshop, Inc. (the “Company”), effective immediately. Mr. Kanen, who has served on the Board since July 2019, was a Class II director with a term expiring at the Company’s 2021 Annual Meeting of Stockholders. At the time of his resignation, Mr. Kanen served as a member of the Compensation and Development Committee of the Board. Mr. Kanen’s resignation is not due to any disagreements with the Company.
| Item 8.01. | Other Events. |
On September 8, 2020, following the resignation of Mr. Kanen, the Board decreased the size of the Board to six (6) members. In order to maintain the number of directors in each class as nearly equal as possible, the classification of directors was changed to two members in each of Class I, Class II and Class III. Sharon John, who had served as a Class I director prior to that time, was appointed as a Class II director to serve for the balance of Mr. Kanen’s term.
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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BUILD-A-BEAR WORKSHOP, INC. |
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Date: September 8, 2020 |
By: |
/s/ Eric Fencl |
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Name: |
Eric Fencl |
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Title: |
Chief Administrative Officer, General Counsel and Secretary |
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