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) December 7, 2011
UNITED STATIONERS INC.
(Exact name of registrant as specified in its charter)
Delaware | 0-10653 | 36-3141189 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
One Parkway North Blvd. Suite 100 Deerfield, Illinois |
60015-2559 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code (847) 627-7000
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. below):
¨ | 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)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 7, 2011, the Registrants Board of Directors increased the size of the Board from eleven to twelve members and elected Stuart A. Taylor, II to the Board of Directors. Mr. Taylor will serve as a Class I director, whose term will expire in 2014, and as a member of the Audit Committee and Finance Committee of the Board.
Mr. Taylor will receive compensation pursuant to the Summary of Director Compensation which has been described in the Companys proxy statement for the 2011 annual meeting of stockholders that was filed with the SEC on March 30, 2011.
A Press Release announcing the election of Mr. Taylor to the Board of Directors of the Registrant is attached as Exhibit 99.1 and incorporated herein by reference.
On December 7, 2011, Frederick B. Hegi, Jr. announced to the Board his intention to retire from the Board of Directors at the 2012 annual meeting of stockholders. At the same time, the Board of Directors elected Charles K. Crovitz as Chairman of the Board, effective as of December 7, 2011.
A Press Release announcing the election of Mr. Crovitz as Chairman of the Board of Directors of the Registrant is attached as Exhibit 99.2 and incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
The following exhibits are filed herewith:
Exhibit No. |
Description | |
99.1* | Press Release, dated December 7, 2011, announcing the election of Stuart A. Taylor, II to the Board of Directors of the Registrant. | |
99.2* | Press Release, dated December 7, 2011, announcing the election of Charles K. Crovitz as Chairman of the Board of Directors of the Registrant. |
* | Filed herewith. |
SIGNATURES
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, thereunto duly authorized.
UNITED STATIONERS INC. | ||||||
Date: December 8, 2011 |
/s/ Eric A. Blanchard | |||||
Senior Vice President, General Counsel and Secretary |
UNITED STATIONERS INC.
EXHIBIT INDEX TO CURENT REPORT ON FORM 8-K
DATED DECEMBER 8, 2011
Exhibit No. |
Description |
Method of Filing | ||
99.1 | Press Release, dated December 7, 2011, announcing the election of Stuart A. Taylor, II to the Board of Directors of the Registrant. | Filed Herewith | ||
99.2 | Press Release, dated December 7, 2011, announcing the election of Charles K. Crovitz as Chairman of the Board of Directors of the Registrant. | Filed Herewith |
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Exhibit 99.1
![]() |
news release |
Executive Offices For Further Information Contact:
1 Parkway N. Blvd.
Suite 100
Deerfield, IL 60015
P. Cody Phipps
President and Chief Executive Officer
or
Fareed A. Khan
Sr. Vice President and Chief Financial Officer
United Stationers Inc.
(847) 627-7000
UNITED STATIONERS ELECTS TAYLOR
TO ITS BOARD OF DIRECTORS
DEERFIELD, Ill., December 7, 2011 United Stationers Inc. (Nasdaq: USTR), a leading wholesale distributor of business products, announced today that Stuart A. Taylor, II has joined its board of directors and will serve on the audit and finance committees. His election to the board brings the total number of members to twelve, with eleven of those being independent directors.
Mr. Taylor, 51, is the chief executive officer of The Taylor Group LLC in Chicago, a private equity firm focused on establishing and developing businesses in partnership with high potential entrepreneurs. Since 2002, The Taylor Group has invested in ten companies in industries including financial services, technology and healthcare. Prior to forming The Taylor Group, Mr. Taylor spent 19 years with major Wall Street firms including Morgan Stanley, Bear Stearns, CIBC World Markets and Bankers Trust.
Mr. Taylor received his M.B.A. in finance from Harvard Business School and an undergraduate degree from Yale University.
He currently serves as a board member for Ball Corporation and Hillenbrand, Inc.
We are extremely pleased to have an individual as well qualified as Stuart on our board, said Frederick B. Hegi, Jr., chairman of United Stationers board of directors. His experience in strategic diversification along with his financial and business development experience make him a valuable addition to our board.
Company Overview
United Stationers Inc. is a leading wholesale distributor of business products, with 2010 net sales of approximately $4.8 billion. The company stocks approximately 100,000 items, including technology products, traditional office products, janitorial and breakroom supplies, office furniture, and industrial supplies. A network of 64 distribution centers allows it to deliver these products to over 25,000 reseller customers. This network, combined with Uniteds depth and breadth of inventory, enables the company to ship most products overnight to more than 90% of the U.S. and major cities in Mexico. For more information, visit www.unitedstationers.com.
United Stationers common stock trades on the NASDAQ Global Select Market under the symbol USTR.
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Exhibit 99.2
![]() |
news release |
Executive Offices For Further Information Contact:
1 Parkway N. Blvd.
Suite 100
Deerfield, IL 60015
P. Cody Phipps President and Chief Executive Officer or Fareed A. Khan Sr. Vice President and Chief Financial Officer United Stationers Inc. (847) 627-7000 |
UNITED STATIONERS NAMES CHARLES K. CROVITZ
AS CHAIRMAN OF ITS BOARD OF DIRECTORS
DEERFIELD, Ill., December 7, 2011 United Stationers Inc. (Nasdaq: USTR), a leading wholesale distributor of business products, announced on December 7, 2011 that it has named Charles K. Crovitz (58) as the Companys non-executive chairman of the board and as a member and chair of the executive committee. Mr. Crovitz has served on the board since 2005. He currently serves as chair of the technology advisory committee and as a member of the governance committee. He has also previously served as a member of the human resources committee.
Chuck has made enormous contributions to the Company since joining the board in 2005, said Cody Phipps, president and chief executive officer. As chairman, Chuck will bring his proven leadership and operating experience, as well as his extensive knowledge of the company, to his new role.
Mr. Crovitz succeeds Frederick B. Hegi, Jr. as non-executive chairman of the board. Mr. Hegi has served as chairman of the board since 1996 and will continue serving as a director until the 2012 annual meeting at which time he plans to retire from the board. I want to thank Fred for his many years of outstanding leadership as chairman and I look forward his continuing counsel, said Cody Phipps.
Mr. Crovitz served as a member of the board of directors of The Childrens Place Retail Stores, Inc., a childrens clothing and accessories retailer until May 2011, and served as its interim chief executive officer from 2007 to 2010. Mr. Crovitz was a member of the executive leadership team of Gap Inc. from 1993 until 2003, most recently serving as executive vice president and chief supply chain officer. During his 10-year career with Gap, Mr. Crovitz was also executive vice president, supply chain and technology and senior vice president, strategy and business development. Prior to that, he held various positions with Safeway Inc., including serving as a member of the operating committee, senior vice president and chief information officer, and vice president, director of marketing for Safeway Manufacturing Group. Mr. Crovitz also spent several years with McKinsey & Company where he was an engagement manager, leading client service teams in retailing, forest products, steel, and personal computer industries. Mr. Crovitz holds a masters of business administration and a law degree.
According to Mr. Hegi, During the past eighteen months, the board has successfully completed a senior management succession plan. With that change in place, I feel comfortable retiring from the board in May. In recognition of that upcoming retirement, it is appropriate for Chuck to take my place now as chair. I have tremendous confidence in Cody, his senior leadership team and the role Chuck will play going forward.
Company Overview
United Stationers Inc. is a leading wholesale distributor of business products, with 2010 net sales of approximately $4.8 billion. The company stocks approximately 100,000 items, including technology products, traditional office products, janitorial and breakroom supplies, office furniture, and industrial supplies. A network of 64 distribution centers allows it to deliver these products to over 25,000 reseller customers. This network, combined with Uniteds depth and breadth of inventory, enables the company to ship most products overnight to more than 90% of the U.S. and major cities in Mexico. For more information, visit www.unitedstationers.com.
United Stationers common stock trades on the NASDAQ Global Select Market under the symbol USTR.
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