UNITED STATES
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
Date of Report (Date of earliest event reported) September 14, 2015
BEST BUY CO., INC.
(Exact name of registrant as specified in its charter)
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Minnesota | | 1-9595 | | 41-0907483 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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7601 Penn Avenue South | | |
Richfield, Minnesota | | 55423 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (612) 291-1000
N/A
(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:
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On September 14, 2015, the Board of Directors (the “Board”) of Best Buy Co., Inc. (“Best Buy,” the “Company” or the “registrant”) elected Karen A. McLoughlin as a director, effective immediately. Ms. McLoughlin is currently the chief financial officer, principal financial and accounting officer at Cognizant Technology Solutions Corporation, a global leader in business and technology services.
Ms. McLoughlin will be appointed to serve on a Board committee at a later date. Committee assignment(s), once determined, will be disclosed by the registrant in a Current Report on Form 8-K.
Ms. McLoughlin will be compensated in accordance with the registrant’s standard compensation policies and practices for the Board, the components of which were disclosed in the registrant’s Proxy Statement for its 2015 Regular Meeting of Shareholders filed with the Securities and Exchange Commission on April 28, 2015, in the section titled “Director Compensation”.
There are no transactions or relationships between the registrant and Ms. McLoughlin that are reportable under Item 404(a) of Regulation S-K.
Ms. McLoughlin is expected to stand for election to the registrant's Board at the 2016 Regular Meeting of Shareholders.
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Item 7.01 | Regulation FD Disclosure. |
On September 15, 2015, Best Buy issued a news release announcing the appointment of Ms. McLoughlin to the Board as described above under Item 5.02. A copy of the news release is furnished as Exhibit 99.1 and incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that Section unless the registrant specifically incorporates it by reference in a document filed under the Securities Act of 1933, as amended, or the Exchange Act, of the Securities Exchange Act of 1934, as amended.
Best Buy's Annual Report to Shareholders and its reports on Forms 10-K, 10-Q and 8-K and other publicly available information should be consulted for other important information about the registrant.
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Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following Exhibit 99.1 is furnished as an Exhibit to this Current Report on Form 8-K.
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Exhibit No. | | Description of Exhibit |
99.1 | | News release issued September 15, 2015. Any internet address provided in this release is for information purposes only and is not intended to be a hyperlink. Accordingly, no information at any internet address is included herein. |
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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| | BEST BUY CO., INC. |
| | (Registrant) |
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Date: September 15, 2015 | By: | /s/ KEITH J. NELSEN |
| | Keith J. Nelsen |
| | Executive Vice President, General Counsel and Secretary |
Exhibit 99.1
Cognizant Technology Solutions CFO, Karen McLoughlin, Joins Best Buy Board of Directors
MINNEAPOLIS - Sept. 15, 2015 - Best Buy Co., Inc. announced today the appointment of Karen McLoughlin to its Board of Directors. McLoughlin is the chief financial officer at Cognizant Technology Solutions (Nasdaq: CTSH), a Fortune 500 company and leading provider of information technology, business process and consulting services.
McLoughlin, 50, joined Cognizant in 2003 and has spearheaded several critical transformation initiatives during her time with the company. She has been the chief financial officer since 2012, overseeing the company’s worldwide accounting and controllership, enterprise risk management, financial planning and analysis, internal audit, investor relations, tax and treasury functions.
“Karen’s knowledge of the IT services sector will be invaluable to the Board and senior management as we continue to emphasize Services as part of our Renew Blue transformation,” said Best Buy Chairman and CEO Hubert Joly. “She joined Cognizant when it was still in startup mode and, as a result, brings a combination of high-growth entrepreneurship and Fortune 500 experience. We are delighted to welcome Karen to the Board.”
“I am pleased to join the Best Buy Board of Directors and look forward to working with my colleagues in service of a company in the midst of such a remarkable business transformation,” McLoughlin said. “I have watched what Hubert and his team have been doing the past few years and am honored to be asked to play a role in all that is yet to come for this great company.”
Prior to joining Cognizant, McLoughlin spent six years at Spherion Corp. (SFN Group which was acquired by Randstadt in 2011) and three years at Ryder System Inc., where she held key financial management positions. Prior to joining Ryder, she spent six years in the South Florida practice of Price Waterhouse (now PricewaterhouseCoopers).
She earned her bachelor’s degree in economics from Wellesley College and her MBA from Columbia University.
McLoughlin joined the Best Buy Board of Directors effective Sept. 14. The Board now has 10 members.
Investor Contact:
Mollie O’Brien, 612-291-7735
mollie.obrien@bestbuy.com
Media Contact:
Amy von Walter, 612-437-5956
amy.vonwalter@bestbuy.com
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