Current Report Filing (8-k)
October 09 2018 - 8:21AM
Edgar (US Regulatory)
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): October 3, 2018
SEARS HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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000-51217,
001-36693
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20-1920798
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3333 Beverly Road
Hoffman Estates, Illinois
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60179
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(Address of principal executive offices)
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(Zip code)
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Registrants Telephone Number, Including
Area Code: (847) 286-2500
(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)
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☐
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Soliciting material pursuant to
Rule 14a-12 under
the
Exchange Act (17
CFR 240.14a-12)
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☐
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Pre-commencement communications
pursuant to
Rule 14d-2(b) under
the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement communications
pursuant to
Rule 13e-4(c) under
the Exchange Act (17
CFR 240.13e-4(c))
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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 the 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. ☐
Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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(d) On October 3, 2018, Alan J. Carr, Managing Member and CEO of Drivetrain,
LLC, was elected to the Board of Directors (the Board) of Sears Holdings Corporation (the Company). Mr. Carr will hold office until the 2019 annual meeting of stockholders of the Company, or until his successor is duly
elected and qualified. The Board has determined that Mr. Carr meets the standards of independence under the Companys Corporate Governance Guidelines and the applicable NASDAQ listing rules. There is no arrangement or understanding between
Mr. Carr and any other person pursuant to which he was selected as a director. Mr. Carr has not been appointed to serve on any committees of the Board. As a
non-employee
director, Mr. Carr is
entitled to receive compensation in the same manner as the Companys other
non-employee
directors. For a description of the Companys
non-
employee director
compensation program, see Compensation of Directors in the Companys Proxy Statement for the 2018 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on March 29, 2018.
SIGNATURE
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.
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SEARS HOLDINGS CORPORATION
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Dated: October 9, 2018
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By:
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/s/ Robert A. Riecker
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Robert A. Riecker
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Chief Financial Officer
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