Current Report Filing (8-k)
October 11 2019 - 2:18PM
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 10, 2019
BIG 5 SPORTING GOODS CORPORATION
(Exact name of registrant as specified in charter)
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Delaware
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000-49850
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95-4388794
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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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2525 East El Segundo Boulevard,
El Segundo, California
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90245
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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:
(310) 536-0611
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 (see General Instruction A.2):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.01 per share
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BGFV
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The NASDAQ Stock Market LLC
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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. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
On October 10, 2019, the Board of Directors (the Board) of Big 5 Sporting Goods Corporation (the
Company) appointed Stephen Carley as a Class A Director to fill a vacancy on the Board. Mr. Carleys term will expire at the Companys 2021 annual meeting of stockholders. The Board has determined that Mr. Carley
satisfies the requirements for independence set forth in the rules of the NASDAQ Stock Market LLC.
Mr. Carley was previously Chief Executive Officer
of Red Robin Gourmet Burgers for nearly six years and President and Chief Executive Officer of El Pollo Loco for almost ten years. He also served as President and Chief Operating Officer of the Universal City Hollywood theme park and entertainment
complex, and served for eleven years at Pepsico in a variety of leadership positions within its Taco Bell division and other divisions. He began his career in marketing and product management with General Mills and The Pillsbury Company.
Mr. Carley previously served as a director for Red Robin Gourmet Burgers, El Pollo Loco and Harte Hanks, a global marketing firm.
There are no
arrangements or understandings between Mr. Carley and any other person(s) pursuant to which he was appointed as a director. Since the beginning of fiscal 2018, the Companys last fiscal year, there was no transaction or series of similar
transactions, nor is there any currently proposed transaction or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000 and in which Mr. Carley, or
members of his immediate family, had or will have a direct or indirect material interest.
Concurrently with his appointment to the Board, Mr. Carley
was granted options to purchase 10,000 shares of the Companys common stock at a price of $2.38 per share. The options were issued under the Companys 2019 Equity Incentive Plan.
Item 7.01. Regulation FD Disclosure.
The Company
issued a press release regarding the appointment of Mr. Carley on October 10, 2019. A copy of the press release is furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
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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BIG 5 SPORTING GOODS CORPORATION
(Registrant)
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Date: October 11, 2019
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/s/ Barry D. Emerson
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Barry D. Emerson
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Senior Vice President, Chief Financial
Officer and Treasurer
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