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Form 8-K BEST BUY CO INC For: Mar 14

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March 15, 2016 8:03 AM EDT


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) March 14, 2016

BEST BUY CO., INC.
(Exact name of registrant as specified in its charter)
 

Minnesota
 
1-9595
 
41-0907483
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 

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:
 
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) On March 14, 2016, Mr. Bradbury H. Anderson notified the Board of Directors (the “Board”) of Best Buy Co., Inc. ("Best Buy" or the "registrant") of his decision not to stand for re-election to the Board at the next Regular Meeting of Shareholders scheduled to be held on June 14, 2016 (the “2016 Meeting”) and to retire from the Board and all committees of the Board on which he serves, as described below, to be effective at the conclusion of the 2016 Meeting. The Board has accepted the resignation from Mr. Anderson.

Mr. Anderson has served as a director since March 2013 and is a member of the Finance and Investment Policy Committee. Mr. Anderson indicated that he declined to stand for re-election for personal reasons and did not indicate that he had any disagreements with the registrant.

Mr. Anderson was appointed to the Board as part of the registrant’s agreement with Mr. Richard Schulze, as described in Current Report on Form 8-K filed March 25, 2013, in which Mr. Schulze was entitled to nominate two directors for appointment to the Best Buy Board until he reaches the age of 75 (which occurred in January 2016).

(d) On March 14, 2016, the Board of the registrant elected Claudia F. Munce as a director, effective immediately. Ms. Munce is currently a venture advisor with New Enterprise Associates, a global venture capital firm, investing in technology and healthcare. Ms. Munce previously worked for IBM for over thirty years, serving in various technical and business leadership positions.

Ms. Munce has been appointed by the Board to serve on the Audit Committee and the Finance and Investment Policy Committee.

Ms. Munce 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. Munce that are reportable under Item 404(a) of Regulation S-K.

Ms. Munce is expected to stand for election to the registrant's Board at the 2016 Regular Meeting of Shareholders.

Item 7.01
Regulation FD Disclosure.

On March 15, 2016, Best Buy issued a news release announcing the appointment of Ms. Munce to the Board and the upcoming retirement of Mr. Anderson from 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.

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.





Exhibit No.
 
Description of Exhibit
 
 
 
99.1
 
News release issued March 15, 2016. 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.
  

 
 
BEST BUY CO., INC.
 
 
(Registrant)
 
 
 
Date: March 15, 2016
By: 
/s/ KEITH J. NELSEN
 
 
Keith J. Nelsen
 
 
General Counsel and Secretary





Exhibit 99.1


Best Buy Announces Brad Anderson Will Retire from Board of Directors,
Claudia Fan Munce Appointed to Join Board

MINNEAPOLIS - March 15, 2016 - Best Buy Co., Inc. today announced that former CEO Brad Anderson will retire from the Board of Directors and that the company has appointed corporate venture capital leader Claudia Fan Munce to the Board, effective March 14.

Anderson will serve the remainder of his term through the end of the annual shareholder meeting on June 14. Munce will stand for election at that time.

Anderson retires from the Board

Anderson started his second stint on the Board in March 2013. He formerly worked at Best Buy for more than 35 years, serving as CEO (2002-09) and president and chief operating officer (1991-2002). He also served on the Board from 1986 to 2010.

Anderson, who first joined the company in 1973 as a salesman at a Sound of Music store, played a key role in Best Buy’s expansion and transformation during his tenure as an executive. As CEO, he oversaw a period of rapid growth during which the company doubled in size to more than 1,000 stores and $40 billion in annual revenue.

“I would like to thank Brad for his many years of dedicated service to Best Buy and its shareholders,” Chairman and CEO Hubert Joly said. “His knowledge of the company, its culture and its unique role in the consumer electronics marketplace has been invaluable to me and the executive team as we transformed this company. All of us will miss having him on the Board, but we know he remains a passionate and loyal supporter of the company he was so instrumental in building.”

Anderson said: “It has been a tremendous experience to rejoin the Board and work with Hubert and his leadership team on what has been a remarkable transformation of the company. I leave the Board with great optimism for the future of Best Buy and will continue to be one of its biggest fans.”

Munce appointed to the Board

Munce is a venture advisor at New Enterprise Associates (NEA), one of the world’s largest and most active venture capital firms. She joined NEA earlier this year after spending 30 years at IBM Corp. Most recently, she was a founding member and managing director of IBM Venture Capital Group and a vice president of IBM Corporate Development. In her role, she formed strategic relationships with top venture capitalists in Silicon Valley and around the globe to drive IBM’s growth in new markets through partnerships and acquisitions.

“As a respected leader in the venture community, Claudia brings extensive experience in identifying emerging technologies and helping tech startups come to life,” Joly said. “We are honored to welcome her to the Best Buy Board of Directors and look forward to the contributions she is certain to make toward our strategic growth initiatives.”

“For the past 15 years, I’ve been on the front lines of innovation, engaging with startups and VCs around the world, and I’m a big believer that we are in an era of incredibly rapid innovation that is transformative to the retail industry,” Munce said. “I hope to be able to use my knowledge to help Best Buy find the intersection where innovation can impact the company’s strategy.”

She added: “I believe Best Buy can lead the industry and totally transform the customer experience. Even as someone with a master’s degree in computer science, I still need technical support sometimes because of the increasing complexity of technology. Best Buy is well positioned to help consumers get through the complexity to leverage and enjoy the incredible




technology innovations happening today.”

Munce serves as a board member for Bank of the West, the National Venture Capital Association and Global Corporate Venturing. She also has served on the boards of many global venture capital organizations, including the Latin American Venture Capital Association, Women in Leadership in Private Equity (China), Canadian Innovation Exchange and Savannah Fund (Africa).

Munce, 56, was born in Taiwan and grew up in Brazil. She holds a master’s degree in computer science from the Santa Clara University School of Engineering and a master’s degree in management from the Stanford University Graduate School of Business.

Investor Contact: 
Mollie O’Brien, 612-291-7735

Media Contact: 
Jeff Shelman, 612-291-6114




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