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): December 12, 2012
SEARS HOLDINGS CORPORATION
(Exact name of registrant as specified in charter)
| Delaware |
000-51217 |
20-1920798 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 3333 Beverly Road Hoffman Estates, Illinois |
60179 | |||
| (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 |
(d) On December 12, 2012, Paul G. DePodesta, currently Vice President, Player Development & Amateur Scouting for the New York Mets major league baseball club, was elected to the Board of Directors (the “Board”) of Sears Holdings Corporation (the “Company”). Mr. DePodesta will hold office until the 2013 annual meeting of stockholders of the Company, or until his successor is duly elected and qualified. The Board has determined that Mr. DePodesta meets the standards of independence under the Company’s Corporate Governance Guidelines and the applicable NASDAQ listing rules. As of the date of, and in connection with, his election, Mr. DePodesta has not yet been named to any committees 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 thereunto duly authorized.
| SEARS HOLDINGS CORPORATION | ||||||
| By: | /s/ Dorian R. Williams | |||||
|
| ||||||
| Dorian R. Williams Vice President, Deputy General Counsel and Assistant Secretary | ||||||
| Date: December 13, 2012 | ||||||
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