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,
2010
Geeknet,
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-28369
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77-0399299
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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650
Castro Street, Suite 450
Mountain
View, CA 94041
(Address
of principal executive offices, including zip code)
(650)
694-2100
(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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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.
Election
of Director
On
July 8, 2010, the Board of Directors (the “Board”) of Geeknet, Inc. (the
“Company”) elects Kenneth G. Langone Chairman of the
Board. Robert M. Neumeister, Jr., who has served as Chairman of
the Board since December 2007, resigned as Chairman of the Board and will remain
a member of the Board and as chairman of the Nominating and Governance Committee
of the Board.
Mr. Langone
will participate in the non-employee director compensation arrangements
described in the Company’s 2010 annual proxy statement filed with the SEC on
March 24, 2010. Under the terms of those arrangements, he will receive,
among other things, cash compensation consisting of a $20,000 annual retainer as
a member of the Board, an additional $10,000 annual retainer as Chairman of the
Board and certain fees relating to attendance at Board meetings, and equity
compensation consisting of an initial option granted under the Company’s 2007
Equity Incentive Plan to purchase 70,000 shares of the Company’s common stock at
an exercise price per share equal to the fair market value on the date of grant,
which option will vest over a three-year period. In addition, the Company’s
non-employee director compensation arrangements provide that so long as Mr.
Langone remains a non-employee director and has been a member of the Board for
at least nine months prior to the date of an annual stockholders’ meeting, he
will be granted an annual right to purchase 10,000 restricted shares at $0.001
per share following each such meeting and such restricted shares will vest 50%
immediately and 50% on the one year anniversary of the grant.
The
Company will also enter into an indemnification agreement with Mr. Langone on
the Company’s standard form.
Mr. Langone
is not a party to any transaction required to be disclosed pursuant to
Item 404(a) of Regulation S-K. The Board has not yet appointed
Mr. Langone to any Board committees.
On
July 8, 2010, the Company issued a press release regarding the election of
Mr. Langone to the Board. The press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit
No.
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D
escription
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99.1
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Press
release, dated as of July 8, 2010, entitled “Geeknet Elects Kenneth
G. Langone Chairman of the Board of
Directors”
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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.
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GEEKNET,
INC.
a
Delaware corporation
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By:
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/s/
Patricia S. Morris
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Patricia
S. Morris
Senior
Vice President and Chief Financial
Officer
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Date: July 9,
2010
EXHIBIT
INDEX
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Exhibit
No.
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D
escription
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99.1
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Press
release, dated as of July 8, 2010, entitled “Geeknet Elects Kenneth
G. Langone Chairman of the Board of
Directors”
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