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) June 21, 2011

 

 

BEST BUY CO., INC.

(Exact name of registrant as specified in its charter)

 

 

 

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.

 

On June 21, 2011, Best Buy Co., Inc. (“Best Buy” or the “registrant”) held its 2011 Regular Meeting of Shareholders (the “Regular Meeting”), at which our shareholders approved the Best Buy Co., Inc. Short-Term Incentive Plan (“STIP”).  The full text of the STIP is attached as Appendix D-1 to the registrant’s definitive proxy statement on Schedule 14A filed with the SEC on May 26, 2011, and is incorporated herein by reference.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

On June 21, 2011, Best Buy Co., Inc. held its Regular Meeting. At the close of business on April 25, 2011, the record date for the determination of shareholders to vote at the Regular Meeting, the registrant had 388,717,822 shares of common stock issued and outstanding. The holders of 340,961,274 shares of common stock were represented either in person or by proxy at the meeting, constituting a quorum.

 

The shareholders of the registrant voted as follows on the matters set forth below:

 

1.              Election of Directors. The following individuals were elected as Class 2 directors, each to serve two-year terms expiring at the registrant’s 2013 Regular Meeting of Shareholders, based upon the following votes:

 

Director Nominee		For		Withheld		Broker Non-Votes
Ronald James		289,080,259		3,303,110		48,577,905
Sanjay Khosla		288,861,320		3,522,049		48,577,905
George L. Mikan III		283,005,017		9,378,352		48,577,905
Matthew H. Paull		289,761,877		2,621,492		48,577,905
Richard M. Schulze		287,988,642		4,394,727		48,577,905
Hatim A. Tyabji		287,638,799		4,744,570		48,577,905

 

2.              Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Deloitte & Touche LLP as the registrant’s independent registered public accounting firm for the fiscal year ending March 3, 2012, was ratified based upon the following votes:

 

For		Against		Abstain
338,027,634		2,423,810		509,830

 

3.              Approval of an amendment and restatement of our Amended and Restated By-laws. The amendment and restatement of our Amended and Restated By-laws to remove the maximum for the number of directors serving on the board of directors and to authorize the board of directors to determine the number of directors serving from time to time, was approved based upon the following votes:

 

For		Against		Abstain
198,590,900		141,802,175		568,199

 

4.              Approval of amendments to our 2004 Omnibus Stock and Incentive Plan, as amended. The amendments to our 2004 Omnibus Stock and Incentive Plan, as amended, were approved based upon the following votes:

 

For		Against		Abstain		Broker Non-Votes
233,796,347		57,907,948		679,074		48,577,905

 

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5.              Approval of our Executive Short-Term Incentive Plan. The Best Buy Co., Inc. Short-Term Incentive Plan, was approved based upon the following votes:

 

For		Against		Abstain		Broker Non-Votes
282,498,441		9,169,214		715,714		48,577,905

 

6.              Advisory Vote on Executive Compensation. The executive compensation of the registrant was approved by a non-binding advisory vote based upon the following votes:

 

For		Against		Abstain		Broker Non-Votes
282,635,979		8,911,041		836,349		48,577,905

 

7.              Advisory Vote on the Frequency of Shareholder Advisory Votes on Executive Compensation. Shareholders recommended by a non-binding advisory vote to hold the “Say on Pay” advisory vote every year based upon the following votes:

 

3 Years		2 Years		1 Year		Abstain		Broker Non-Votes
134,836,867		1,619,671		155,273,970		652,861		48,577,905

 

On June 21, 2011, in consideration of the results of the shareholder advisory vote, the Board of Directors of the registrant determined to include a non-binding advisory vote on executive compensation at each Regular Meeting of Shareholders until the next vote on the frequency of shareholder votes on executive compensation.

 

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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.

 

		BEST BUY CO., INC.
		(Registrant)
Date: June 24, 2011	By:	/s/ SUSAN S. GRAFTON
		Susan S. Grafton
		Vice President, Controller and Chief
		Accounting Officer

 

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