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): November 30, 2012
SEARS HOLDINGS CORPORATION
(Exact name of registrant as specified in charter)
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Delaware
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000-51217 |
20-1920798
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(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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3333 Beverly Road
Hoffman Estates, Illinois
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60179
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| (Address of principal executive offices) | (Zip code) | |||
Registrant’s telephone number, including area code: (847) 286-2500
(Former name or former address, if changed since last report): Not Applicable
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)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
As previously reported, on November 13, 2012 (the “Distribution Date”), Sears Holdings Corporation (“Sears Holdings”) distributed common shares of Sears Canada Inc. (“Sears Canada”) on a pro rata basis to Sears Holdings’ stockholders of record as of the close of business on November 1, 2012 (the “Record Date”). However, as previously disclosed, holders of Sears Holdings’ shares of restricted stock issued pursuant to the Sears Holdings Corporation 2006 Stock Plan that were unvested as of the Record Date (“Unvested Shares”) did not receive common shares of Sears Canada with respect to their Unvested Shares.
On November 30, 2012, the Compensation Committee of the Board of Directors of Sears Holdings approved for each holder of Unvested Shares a cash award in lieu of any and all rights such holder may have had to receive common shares of Sears Canada with respect to their Unvested Shares, subject to the same vesting requirements and other terms for the Unvested Shares to which the cash award is attributable. The cash awards represent the right to receive on the applicable vesting date a cash payment (before tax withholding) from Sears Holdings equal to the value of the common shares of Sears Canada that would have been distributed to the holder of Unvested Shares, calculated on the basis of the volume-weighted average price per common share of Sears Canada on the Toronto Stock Exchange for the 10 trading-day period immediately following the Distribution Date, converted into United States dollars.
The following table shows the aggregate amount of the cash awards, subject to vesting, received by each of the following executive officers who were named in Sears Holdings’ 2012 proxy statement:
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Name and Principal Position |
Cash Award
(USD) |
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Louis J. D’Ambrosio
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$ | 280,538.43 | ||
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Ronald D. Boire
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$ | 364,130.12 | ||
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Robert A. Schriesheim Executive Vice President and Chief Financial Officer |
$ | 288,143.45 | ||
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Dane A. Drobny
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$ | 40,282.50 | ||
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William K. Phelan
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$ | 16,215.93 | ||
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Form of Cash Award – Addendum to Restricted Stock Award Agreement |
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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 thereunto duly authorized.
| SEARS HOLDINGS CORPORATION | ||
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By: |
/s/ Robert A. Riecker | |
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Robert A. Riecker Vice President, Controller and Chief Accounting Officer |
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Date: November 30, 2012
3
Exhibit Index
| 10.1 | Form of Cash Award – Addendum to Restricted Stock Award Agreement |
4
EXHIBIT 10.1
SEARS HOLDINGS CORPORATION
CASH AWARD – ADDENDUM TO
RESTRICTED STOCK AWARD AGREEMENT
Date
Name
Title
As of November 13, 2012 (the “Distribution”), Sears Holdings Corporation (the “Company”) distributed, for each whole share of Sears Holdings common stock outstanding as of the close of business on November 1, 2012 (i.e., the “Record Date” for the Distribution), to the holder 0.4283 common shares of Sears Canada Inc. (“Sears Canada Shares”).
Pursuant to action taken by the Company under the Sears Holdings Corporation 2006 Stock Plan (the “Plan”), instead of a distribution of Sears Canada Shares with respect to any unvested shares of restricted stock awarded under the Plan as of the Record Date (“Unvested Restricted Shares”), a cash award (“Cash Award”) has been approved. Based on the Unvested Restricted Shares awarded to you, you are hereby awarded the Cash Award(s) indicated below in lieu of any and all rights you would otherwise have had to Sears Canada Shares (and/or cash in lieu of fractional Sears Canada Shares) with respect to such Unvested Restricted Shares. Any Cash Award is subject to the same vesting requirements and other terms set forth in your Restricted Stock Award Agreement(s) applicable to the Unvested Restricted Shares.
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Date of Grant |
Unvested Restricted
Shares |
Cash Right | Vesting Date | |||||||||
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Month Day, Year |
X,XXX | $ | XX.XX | Month Day, Year | ||||||||
OR
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Date of Grant |
Unvested Restricted
Shares |
Cash Right(s) | Vesting Date | |||||||||
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Month Day, Year |
X,XXX | $ | XX.XX | Month Day, Year | ||||||||
|
Month Day, Year |
X,XXX | $ | XX.XX | Month Day, Year | ||||||||
| SEARS HOLDINGS CORPORATION | ||
| By: | Dean Carter | |
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Title: |
VP, Talent and | |
| Human Capital Services | ||