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BBY > SEC Filings for BBY > Form 8-K on 18-Apr-2013All Recent SEC Filings

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Form 8-K for BEST BUY CO INC


18-Apr-2013

Change in Directors or Principal Officers, Financial Statements and Exhibits


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On April 17, 2013, Mr. Ronald James notified the Board of Directors (the "Board") of Best Buy Co., Inc. ("Best Buy" or the "registrant") of his decision to not stand for re-election at the 2013 Regular Meeting of Shareholders (the "2013 Meeting") scheduled for June 20, 2013. The Board accepted Mr. James' decision. Mr. James will serve out the remainder of his term and step down from the Board and all Committees of the Board on which he serves at the conclusion of the 2013 Meeting.

Mr. James is a Class 2 director. Mr. James has served as a director since May 2004 and is the chairman of the Compensation and Human Resources Committee and a member of the Finance and Investment Policy Committee.

Mr. James did not indicate that he had any disagreements with the registrant.

(d) On April 17, 2013, the Board elected Mr. Russell P. Fradin as a Class 1 director, effective immediately. Mr. Fradin is currently the president and chief executive officer of SunGard, a leading software and technology services company serving approximately 25,000 customers in more than 70 countries.

Mr. Fradin was appointed to serve on the Board's Compensation and Human Resources Committee.

There are no transactions or relationships between the registrant and Mr. Fradin that are reportable under Item 404(a) of Regulation S-K.

Mr. Fradin is expected to stand for ratification to the registrant's Board at the 2013 Meeting. If ratified by the shareholders, Mr. Fradin will hold office until the election of directors at the 2014 Regular Meeting of Shareholders and until his successor has been duly elected and qualified, or until his earlier death, resignation or removal.

On April 17, 2013, the Board also appointed Mr. Bradbury H. Anderson to serve on the Board's Finance and Investment Policy Committee and Mr. Allen U. Lenzmeier to serve on the Board's Audit Committee and Finance and Investment Policy Committee. As previously disclosed in the Current Report on Form 8-K filed by the registrant on March 25, 2013, Mr. Anderson and Mr. Lenzmeier were elected to the Board on March 25, 2013. In other committee changes made at the same meeting, Mr. Gérard R. Vittecoq was appointed to the role of chairman of the Finance and Investment Policy Committee to replace Mr. Matthew H. Paull, following the effectiveness of Mr. Paull's retirement as previously disclosed in the Current Report on Form 8-K filed by the registrant on December 31, 2012. In addition, Mr. Sanjay Khosla became a member of the Finance and Investment Policy Committee and is no longer a member of the Compensation and Human Resources Committee.

Non-management directors receive an equity and cash compensation package for service on the Board and the Committees thereof, as described in the registrant's proxy statement for its 2012 Regular Meeting of Shareholders filed on May 9, 2012, which description is incorporated herein by reference.

A news release announcing the appointment of Mr. Fradin and the upcoming resignation of Mr. James was issued on April 18, 2013, and is filed herewith as Exhibit 99 to this Current Report on Form 8-K. 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 is filed as an Exhibit to this Current Report on Form 8-K.

Exhibit No.                            Description of Exhibit
99                News release issued April 18, 2013. 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.


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