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) July 28, 2023
BEST BUY CO., INC.
(Exact name of registrant as specified in its charter)
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Minnesota | | 1-9595 | | 41-0907483 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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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:
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| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading symbol | Name of exchange on which registered |
Common Stock, $0.10 par value per share | BBY | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On July 28, 2023, the Board of Directors (the “Board”) of Best Buy Co., Inc. ("Best Buy" or the "registrant") elected David C. Kimbell as a director, effective immediately.
Mr. Kimbell is currently the Chief Executive Officer and a director of Ulta Beauty, Inc, a specialty beauty retailer. Prior to Mr. Kimbell’s appointment as Chief Executive Officer in 2021, he served as president of Ulta Beauty. Mr. Kimbell has over 25 years of operational and leadership experience in retail and consumer-driven businesses through his roles at Ulta Beauty and his prior roles at U.S. Cellular Corporation, Seventh Generation, Inc., PepsiCo’s Quaker Food Division and in the beauty division of The Procter & Gamble Company.
Mr. Kimbell will be appointed to serve on a Board committee at a later date. Committee assignment(s), once determined, will be disclosed by the registrant in a Current Report on Form 8-K.
Mr. Kimbell 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 2023 Regular Meeting of Shareholders filed with the Securities and Exchange Commission on May 2, 2023, in the section titled “Director Compensation”.
There are no arrangements or understandings between Mr. Kimbell and any other person pursuant to which Mr. Kimbell was appointed to serve as a director. There are no transactions or relationships between the registrant and Mr. Kimbell that are reportable under Item 404(a) of Regulation S-K.
Mr. Kimbell is expected to stand for election to the registrant's Board at the 2024 Regular Meeting of Shareholders.
Item 7.01 | Regulation FD Disclosure. |
On August 1, 2023, Best Buy issued a news release announcing the appointment of Mr. Kimbell to 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.
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.
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Exhibit No. | | Description of Exhibit |
99.1 | | News release issued August 1, 2023. 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. |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |