ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(b) and (e)

On August 20, 2012, Geeknet, Inc. (the "Company"), announced that Colon Washburn will step down as President and Chief Executive Officer of ThinkGeek, the Company's wholly-owned e-commerce subsidiary. Mr. Washburn will begin transitioning his duties immediately and his resignation will be effective December 31, 2012.

In connection with his resignation from Geeknet, Mr. Washburn entered into a separation letter that provides for the continued payment of his base salary and provision of employee benefits through December 31, 2012 and Company paid COBRA coverage for up to 12 months thereafter. Pursuant to the separation letter, there are no further obligations to Mr. Washburn under his employment agreement with the Company, although Mr. Washburn is obligated to continue to comply with the non-competition, non-solicitation and other covenants contained therein.

The Company issued a press release announcing Mr. Washburn's resignation, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

The following exhibits are attached to this Current Report on Form 8-K:

Exhibit No. Description

99.1 Press Release issued by Geeknet, Inc. dated August 20, 2012.