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 26, 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 |
As previously reported, on September 11, 2012 (the “Distribution Date”), Sears Holdings Corporation (“Sears Holdings”) distributed transferable subscription rights (“Subscription Rights”) to purchase shares of common stock of Sears Hometown and Outlet Stores, Inc. on a pro rata basis to Sears Holdings’ stockholders of record as of the close of business on September 7, 2012 (the “Record Date”), except that 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 Subscription Rights with respect to their Unvested Shares.
On September 26, 2012, each holder of Unvested Shares received a cash award in lieu of any and all rights such holder may have had to receive Subscription Rights 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 from Sears Holdings equal to the value of the Subscription Rights that would have been distributed to the holder of Unvested Shares, calculated on the basis of the volume-weighted average price per Subscription Right for the 10 trading-day period immediately following the Distribution Date.
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:
| Name and Principal Position |
Cash Award | |||
| Louis J. D’Ambrosio Chief Executive Officer and President |
$ | 121,355 | ||
| Ronald D. Boire Executive Vice President, Chief Merchandising Officer and President Sears Full Line Stores & Kmart Formats |
$ | 157,515 | ||
| W. Bruce Johnson Executive Vice President, Off-Mall Businesses |
$ | 42,004 | ||
| Robert A. Schriesheim Executive Vice President and Chief Financial Officer |
$ | 124,644 | ||
| Dane A. Drobny Senior Vice President, General Counsel and Corporate Secretary |
$ | 17,425 | ||
| William K. Phelan Senior Vice President, Finance |
$ | 12,236 | ||
| 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 | ||
| By: | /s/ Robert A. Riecker | |
|
| ||
| Robert A. Riecker Vice President, Controller and Chief Accounting Officer | ||
Date: September 28, 2012
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Exhibit Index
| 10.1 | Form of Cash Award – Addendum to Restricted Stock Award Agreement |
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