-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JJkSi6i3RavX9ZYWL6oc6F3migm8JA5a0mv19yjai5ieQEj5wZ+XcljTcQcjyTmk hpOCfiB8bJLTObyu6wblgQ== 0001104659-09-039837.txt : 20090624 0001104659-09-039837.hdr.sgml : 20090624 20090624170018 ACCESSION NUMBER: 0001104659-09-039837 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20090623 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090624 DATE AS OF CHANGE: 20090624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BEST BUY CO INC CENTRAL INDEX KEY: 0000764478 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RADIO TV & CONSUMER ELECTRONICS STORES [5731] IRS NUMBER: 410907483 STATE OF INCORPORATION: MN FISCAL YEAR END: 0301 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09595 FILM NUMBER: 09907851 BUSINESS ADDRESS: STREET 1: 7601 PENN AVE SOUTH CITY: RICHFIELD STATE: MN ZIP: 55423 BUSINESS PHONE: 6122911000 MAIL ADDRESS: STREET 1: 7601 PENN AVE SOUTH CITY: RICHFIELD STATE: MN ZIP: 55423 FORMER COMPANY: FORMER CONFORMED NAME: BEST BUYS CO INC DATE OF NAME CHANGE: 19900809 8-K 1 a09-16884_18k.htm 8-K

 

 

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) June 23, 2009

 

 

BEST BUY CO., INC.

(Exact name of registrant as specified in its charter)

 

Minnesota

 

1-9595

 

41-0907483

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

7601 Penn Avenue South
Richfield, Minnesota

 

55423

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (612) 291-1000

 

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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o 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.

 

(c) The Board of Directors (the “Board”) of Best Buy Co., Inc. (the “registrant”) appointed Brian J. Dunn, age 49, as Chief Executive Officer, effective June 24, 2009.  Mr. Dunn, who joined the registrant in 1985 as a store sales associate, has served as President and Chief Operating Officer since February 2006. During his tenure with the registrant, Mr. Dunn has also held the positions of President — Retail, North America, Executive Vice President, Senior Vice President, Regional Vice President, Regional Manager, District Manager, and Store Manager. Mr. Dunn serves on the board of Dick’s Sporting Goods, Inc., a full-line sporting goods retailer.

 

The registrant does not have a written employment agreement with Mr. Dunn and his employment is at-will.

 

(d)  Effective June 24, 2009, the Board appointed Brian J. Dunn, as a Class 1 director. Mr. Dunn is expected to stand for election to the Board, along with all other Class 1 directors, at the registrant’s 2010 Regular Meeting of Shareholders.

 

It has not been determined whether Mr. Dunn will sit on a committee of the Board. Once determined, any committee assignment(s) will be disclosed by the registrant in a Current Report on Form 8-K.

 

A news release announcing these appointments was issued on June 24, 2009, and is furnished herewith as Exhibit No. 99 to this Current Report on Form 8-K. Best Buy Co., Inc.’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 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

(a)  On June 23, 2009, the Board approved an amendment to the registrant’s Amended and Restated By-Laws, to increase the number of directors from thirteen to fourteen, and the Class 1 directors from six to seven.

 

The Amended and Restated By-Laws are filed herewith as Exhibit No. 3.1.

 

Item 7.01  Regulation FD Disclosure.

 

Effective June 19, 2009, Gérard Vittecoq, a member of the Board, adopted a pre-arranged trading plan (the “Plan”) to purchase shares of the registrant’s common stock.  The Plan was designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the registrant’s policies regarding stock transactions. Under Rule 10b5-1, directors, officers and other persons who are not in possession of material non-public information may adopt a pre-arranged plan or contract for the sale of the registrant’s securities under specified conditions and at specified times to achieve prudent and gradual asset diversification over time.

 

Mr. Vittecoq informed the registrant that the stock purchases to be effected pursuant to the Plan are part of his personal stock ownership plan.  The Plan provides that Mr. Vittecoq will purchase shares beginning in July 2009. The Plan is scheduled to expire in February 2010.   The Plan is intended to comply with Mr. Vittecoq’s obligations under the registrant’s applicable director stock ownership guidelines.

 

All stock purchases under the Plan will be disclosed publicly in accordance with applicable securities laws, rules and regulations through appropriate filings with the Securities and Exchange Commission.

 

This information is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.

 

The registrant does not undertake to report other Rule 10b5-1 plans that may be adopted by any officers or directors of the registrant in the future, or to report any modifications or termination of any publicly announced plan or to report any plan adopted by an employee who is not an executive officer, except to the extent required by law.

 

2



 

The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless such subsequent filing specifically references this Current Report on Form 8-K.

 

Item 9.01  Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following is furnished or filed as an Exhibit to this Current Report on Form 8-K.

 

Exhibit No.

 

Description of Exhibit

3.1

 

Amended and Restated By-Laws (as filed)

99

 

News release issued June 24, 2009 (as furnished). 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.

 

3



 

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 hereunto duly authorized.

 

 

 

BEST BUY CO., INC.

 

 

(Registrant)

 

 

 

Date: June 24, 2009

By: 

/s/ SUSAN S. GRAFTON

 

 

Susan S. Grafton

 

 

Vice President, Controller and Chief Accounting Officer

 

4


EX-3.1 2 a09-16884_1ex3d1.htm EX-3.1

Exhibit 3.1

 

AMENDED AND RESTATED BY - LAWS

 

OF

 

BEST BUY CO., INC.

 

ARTICLE I

 

OFFICES

 

The corporation may have offices and places of business at such locations as the Board of Directors may from time to time designate, or as the business of the corporation may require.

 

ARTICLE II

SHAREHOLDERS’ MEETINGS

 

Section 1

 

PLACE.

 

All meetings of the shareholders shall be held at such place as may be fixed by the Chief Executive Officer or the Board of Directors, except as may otherwise be required in this Article.

 

Section 2

 

REGULAR MEETINGS.

 

A.            Frequency. The regular meetings, if any, of the shareholders shall be held at such times as shall be determined by the Board of Directors of this corporation; provided that, if the Board shall not have taken action with respect to the holding of a regular meeting, the Chief Executive Officer may convene a regular meeting.

 

B.            Shareholder Demand. If a regular meeting of shareholders has not been held during the immediately preceding fifteen (15) months, a shareholder or shareholders holding three percent (3%) or more of all voting shares may demand a regular meeting of shareholders in accordance with Chapter 302A, Minnesota Statutes, as amended from time to time (hereinafter “Chapter 302A”).

 

C.            Notice. Written notice of a regular meeting stating the date, time and place of the meeting shall be mailed at least three (3) calendar days prior to the meeting and not more than sixty (60) calendar days before the date of the meeting to each shareholder entitled to vote thereat, to the last known address of such shareholder as the same appears upon the books of the corporation. Notice need not be given where the meeting is an adjourned meeting and the date, time and place of the meeting were announced at the time of adjournment.

 

Section 3

 

SPECIAL MEETINGS.

 

A.            Call. Special meetings of the shareholders may be called for any purpose or purposes at any time, by:

 

(a)                                      The Chief Executive Officer;

 

(b)                                     The Chief Financial Officer;

 



 

(c)                                      Two or more directors; or

 

(d)                                     A shareholder or shareholders holding ten percent (10%) or more of the voting shares of the corporation.

 

B.            Shareholder Demand. Special meetings of the shareholders for any purpose or purposes shall be called by the Chief Executive Officer or Chief Financial Officer at the demand of a shareholder or shareholders holding ten percent (10%) or more of the voting stock of the corporation in accordance with Chapter 302A.

 

C.            Notice. Written notice of a special meeting of the shareholders stating the date, time, place, and purpose thereof shall be given at least three (3) calendar days prior to the meeting and not more than sixty (60) calendar days before the date of the meeting to each shareholder entitled to vote thereat to the last known address of such shareholder as the same appears upon the books of the corporation. Notice need not be given where the meeting is an adjourned meeting and the date, time and place of the meeting were announced at the time of adjournment.

 

Section 4

 

WAIVER OF NOTICE.

 

Notice of the time, place and purpose of any meeting of shareholders, whether required by Chapter 302A, the corporation’s Articles of Incorporation or these By-laws may be waived by any shareholder. Such waiver may be given at, before or after the meeting, and may be given in writing, orally or by attendance. Attendance by a shareholder at a meeting shall constitute a waiver of notice of that meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at the meeting and does not participate in consideration of the item at the meeting.

 

Section 5

 

ACTION WITHOUT A MEETING.

 

Any action which may be taken at a meeting of the shareholders may be taken without a meeting, if authorized in a writing or writings signed by all shareholders who would be entitled to vote on that action. The written action is effective when it has been signed by all of those shareholders, unless a different effective time is provided in the written action.

 

Section 6

 

QUORUM.

 

The presence at any meeting, in person or by proxy, of the holders of a majority of the voting power of the shares entitled to vote at a meeting, shall constitute a quorum for the transaction of business. If, however, a quorum shall not be present in person or by proxy at any meeting of the shareholders, those present shall have the power to adjourn the meeting from time to time, without notice other than by announcement at the meeting of the date, time and location of the reconvening of the adjourned meeting, until the requisite amount of voting shares shall be represented. At any such adjourned meeting at which the required number of voting shares shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If a quorum is present when a duly called or held meeting is convened the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally present leaves less than the proportion or number otherwise required for a quorum.

 



 

Section 7

 

RECORD DATE.

 

The Board of Directors may fix a time not exceeding sixty (60) days preceding the date of any meeting of the shareholders as a record date for the determination of the shareholders entitled to notice of and to vote at such meeting, notwithstanding any transfer of any shares on the books of the corporation after any record date so fixed.

 

Section 8

 

VOTING.

 

At all meetings of the shareholders, the holder of each share having the power to vote shall be entitled to vote in person or by proxy, duly appointed by an instrument in writing which conforms to the requirements of Chapter 302A. Each shareholder shall have one (1) vote for each share having voting power standing in his/her name on the books of the corporation. Shares owned by two or more shareholders may be voted by any one of them unless the corporation receives written notice, addressed to the Board of Directors at the address of the principal executive office, from any one of them denying the authority of that person to vote those shares. Upon the demand of any shareholder, the vote for directors or the vote upon any question before the meeting shall be by ballot. All elections shall be had and all questions decided by a majority vote of those present except as otherwise required by Chapter 302A or the corporation’s Articles of Incorporation.

 

ARTICLE III

 

BOARD OF DIRECTORS

 

Section 1

 

ELECTION OF DIRECTORS.

 

The business and affairs of this corporation shall be managed by or under the direction of its Board of Directors which shall be comprised of up to fourteen (14) directors, seven (7) of whom shall be Class 1 Directors, and seven (7) of whom shall be Class 2 Directors. Each director shall be elected to serve for a term of two (2) years and until his/her successor shall have been duly elected and qualified. Class 1 Directors shall be elected in even numbered years and Class 2 Directors shall be elected in odd numbered years. Except as to the year in which elected, the powers, privileges, duties and responsibilities of each Class 1 and Class 2 Director shall be alike in every respect.

 

Section 2

 

SHAREHOLDER MANAGEMENT.

 

Any action that the Articles of Incorporation or By-laws of this corporation or Chapter 302A require or permit the Board of Directors to take or the shareholders to take after action or approval of the Board, may be taken by the holders of the voting shares of the corporation by unanimous affirmative vote.

 

Section 3

 

MEETINGS.

 

A.            Time and Place. Meetings of the Board of Directors shall be held at such time and place as determined by the Board.

 



 

B.            Notice. Meetings of the Board of Directors may be called at any time by a director by giving five (5) days notice to all directors of the date, time and place of the meeting. The notice need not state the purpose of the meeting. Notice of an adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken.

 

C.            Waiver of Notice. A director may waive notice of a meeting of the Board of Directors. A waiver of notice by a director entitled to notice is effective whether given before, at, or after the meeting, and whether given in writing, orally, or by attendance. Attendance by a director at a meeting is a waiver of notice of that meeting, except where the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

 

D.            Electronic Communications. The Board of Directors may meet by means of electronic communication in accordance with Chapter 302A.

 

E.             Quorum. At all meetings of the Board of Directors, a majority of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business.

 

F.             Advance Written Consent.  A director may give advance written consent or opposition to a proposal to be acted on at a meeting of the Board of Directors.    If the director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as the vote of a director present at the meeting in favor of or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected.

 

Section 4

 

VACANCIES.

 

A.            Death, Resignation, Removal or Disqualification. Vacancies on the Board of Directors resulting from the death, resignation, removal, or disqualification of a director may be filled by the affirmative vote of a majority of the remaining directors, even though less than a quorum.

 

B.            Newly Created Directorships. Vacancies on the Board of Directors resulting from newly created directorships may be filled by the affirmative vote of a majority of the directors serving at the time of the increase.

 

C.            Duration of Term. A director elected under this section to fill a vacancy holds office until a qualified successor is elected by the shareholders at the next meeting of the shareholders.

 

Section 5

 

COMMITTEES.

 

The Board of Directors, by resolution approved by the affirmative vote of a majority of the Board, may establish committees having the authority of the Board in the management of the business of the corporation to the extent provided in the resolution. A committee member need not be a director.

 

Section 6

 

AUTHORIZATION WITHOUT MEETING.

 

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if authorized by a writing or writings signed by a majority of the directors. The written action is effective when signed by the required number of directors, unless a different effective time is provided in the written action.

 



 

ARTICLE IV

 OFFICERS

 

Section 1

 

ELECTION, TERM; NUMBER.

 

The officers of the corporation shall be elected or appointed by the Board of Directors; provided, however, that the Board may delegate to one or more of its committees its authority to elect or appoint officers other than the Chairman of the Board and the Chief Executive Officer. Officers of the corporation shall consist of officers having responsibilities with respect to the corporation and all of its subsidiaries, as well as officers having responsibility only with respect to one or more designated operating units or functions within the corporation. The officers of the corporation shall consist of a Chairman of the Board, a Chief Executive Officer; a Chief Financial Officer; a Treasurer; a Secretary and such other officer or officers as are elected or appointed by the Board. A person may hold more than one office. The officers shall perform such duties and have such responsibilities as provided for in these By-laws or as otherwise determined by the Board. The terms of office with respect to each officer shall be prescribed by the Board at the time of election of the officers, and absent the specifications of a term, the term shall be determined to be at the pleasure of the Board.

 

Section 2

 

CHAIRMAN OF THE BOARD.

 

The Chairman of the Board shall preside at all meetings of shareholders and directors and represent the corporation as an official spokesperson.

 

Section 3

 

VICE CHAIRMAN.

 

One or more Vice Chairmen, if any, shall perform the duties and exercise the powers of the Chairman of the Board in his/her absence or upon his/her incapacity.

 

Section 4

 

CHIEF EXECUTIVE OFFICER.

 

The Chief Executive Officer shall be responsible for the strategic management and planning of the business of the corporation, in addition to the duties and powers prescribed by the Board of Directors or by Chapter 302A.

 

Section 5

 

PRESIDENT AND CHIEF OPERATING OFFICER.

 

The President and Chief Operating Officer, if any, shall perform the duties and exercise the powers of the Chief Executive Officer in his/her absence or upon his/her incapacity and shall have responsibility for managing the day-to-day operations of the business of the corporation, in addition to such duties and powers prescribed by the Board of Directors.

 

Section 6

 

OPERATING UNIT OR FUNCTION PRESIDENTS.

 

Presidents of the corporation’s operating units or functions, if any, as designated by the Board of Directors, shall have responsibility for managing the day-to-day operations of the business of their respective operating units or functional areas of responsibility and shall perform such other duties as the Board may from time to time prescribe

 



 

or as may be delegated by the Chief Executive Officer or the President and Chief Operating Officer.

 

Section 7

 

CHIEF FINANCIAL OFFICER.

 

The Chief Financial Officer of the corporation shall be responsible for the strategic management and planning of the corporation’s finances, in addition to the duties and powers prescribed by the Board of Directors or by Chapter 302A.

 

Section 8

 

TREASURER.

 

The Treasurer of the corporation shall have responsibility for managing the day-to-day finances of the corporation, in addition to such other duties and powers prescribed by the Board of Directors.

 

Section 9

 

SECRETARY.

 

The Secretary and, in his/her absence, the Assistant Secretary, if any, shall attend all meetings of the Board of Directors, committees thereof, if any, and all meetings of the shareholders and record all votes and minutes of all proceedings in a book kept for that purpose. The Secretary and, in his/her absence, the Assistant Secretary, shall give or cause to be given notice of all meetings of the shareholders and of the Board and of committees, if any, and shall perform such other duties as may be prescribed by the Board or delegated to such officer by the Chief Executive Officer, the President and Chief Operating Officer or the Chief Financial Officer. The Secretary and, in his/her absence, the Assistant Secretary, shall affix the seal of the corporation, to the extent the corporation shall have one, to any instrument requiring the same.

 

Section 10

 

VICE PRESIDENTS.

 

The Vice Presidents, if any, in the order designated by the Board of Directors, shall perform the duties as the Board may from time to time prescribe or as may be delegated by the Chief Executive Officer or the President and Chief Operating Officer.

 

Section 11

 

VACANCIES.

 

If any office becomes vacant by reason of death, resignation, retirement, disqualification, removal or other cause, the directors then in office, although less than a quorum, or any committee of the Board of Directors to which authority to appoint such former officer had been delegated, may by a majority vote, choose a successor or successors who shall hold office for the unexpired term in respect of which such vacancy occurred.

 

Section 12

 

DELEGATION.

 

Unless prohibited by a resolution approved by the affirmative vote of the Board of Directors, an officer of the corporation may delegate some or all of the duties and powers of an office to other persons, provided that such delegation is in writing.

 



 

ARTICLE VI

 SHARES

 

Section 1

 

TYPE OF CERTIFICATE.

 

Certificates of shares, if any, of the corporation shall be in such form as approved by the Board of Directors. Each certificate shall be signed by the Chief Executive Officer or the Chief Financial Officer. Such signature and the corporate seal, if any, may be facsimiles, engraved or printed, if authorized by the Board.

 

Section 2

 

TRANSFER OF SHARES.

 

Transfer of certificated shares shall be made on the records of the corporation only by the shareholder named in the certificate or certificates or by the duly authorized attorney in fact, and upon surrender of the certificate or certificates therefor properly endorsed. The transfer of uncertificated shares, if any, shall be made by the means determined by the Board of Directors.

 

Section 3

 

LOST CERTIFICATES.

 

Any shareholder claiming a certificate of certificated shares to be lost, stolen or destroyed shall make an affidavit or affirmation of that fact in such form as the Board of Directors may require, and shall, if the Board so requires, give the corporation a bond of indemnity in form and with one (1) or more sureties satisfactory to the Board in an amount at least double the value of the stock represented by said certificate, whereupon a new certificate may be issued for the same number of shares as the one alleged to have been lost, stolen or destroyed.

 

Section 4

 

UNCERTIFICATED SHARES.

 

Some or all of any or all classes and series of the shares of stock of this corporation, upon a resolution approved by the Board of Directors may be uncertificated shares. Within twenty (20) calendar days after the issuance or transfer of uncertificated shares, the Chief Executive Officer shall send to the shareholder such notice as required by Chapter 302A.

 

ARTICLE VII

 MISCELLANEOUS

 

Section 1

 

CORPORATE SEAL.

 

The corporation may use a corporate seal, but the failure to use such seal shall not affect the validity of any documents executed on behalf of the corporation. The seal need only include the word “seal”, but it may also include, at the discretion of the Board of Directors, such additional wording as is permitted by Chapter 302A.

 

Section 2

 

FISCAL YEAR.

 

The fiscal year of this corporation shall be as determined by resolution of the Board of Directors.

 



 

Section 3

 

COMPUTATION OF TIME.

 

Whenever notice is required to be given pursuant to these By-laws, the day upon which notice is personally served, deposited in the mail, given by telegram, telex, telecopied or otherwise delivered, shall not be counted for the purpose of computing the time period of the notice. All notice periods shall be computed in calendar days.

 

Section 4

 

AMENDMENTS TO BY-LAWS.

 

These By-laws may be amended or altered by the Board of Directors at any meeting. Such authority of the Board of Directors is subject to the power of the shareholders to change or repeal such By-laws.

 

THESE AMENDED AND RESTATED BY-LAWS WERE ADOPTED ON

 

THE 23RD DAY OF JUNE, 2009

 

BY RESOLUTION OF THE BOARD OF DIRECTORS OF

 

BEST BUY CO., INC.

 


EX-99.1 3 a09-16884_1ex99d1.htm EX-99.1

Exhibit 99.1

 

For Immediate Release

 

Media Contacts:

Investor Contacts:

Susan Busch, Sr. Director, Public Relations

Andrew Lacko, Sr. Director of Investor Relations

(612) 291-6114 or susan.busch@bestbuy.com

(612) 291-6992 or andrew.lacko@bestbuy.com

 

 

Kelly Groehler, Sr. Manager, Public Relations

Wade Bronson, Director of Investor Relations

(612) 291-6115 or kelly.groehler@bestbuy.com

(612) 291-5693 or wade.bronson@bestbuy.com

 

Brian J. Dunn Becomes CEO of Best Buy

24-Year Company Veteran to Lead Best Buy in Era of Connectivity

Legacy Stock Program Created to Honor Anderson

 

MINNEAPOLIS, June 24, 2009 —  Brian J. Dunn, age 49, officially became the chief executive officer of Best Buy Co., Inc. (NYSE: BBY) at the company’s annual meeting of shareholders, held at the Best Buy corporate campus this morning. Dunn, a 24-year veteran of the company, had been the president and chief operating officer of the leading consumer electronics retailer.

 

Dunn also was appointed to the Best Buy board of directors and will stand for election at the 2010 regular meeting of shareholders.

 

“The current retail landscape creates an unprecedented opportunity for us to earn the business of new customers and grow share.  We believe the value we can bring to people in helping them realize the full potential of their technology is literally universal, applicable everywhere,” said Dunn in remarks made to shareholders during the annual meeting.  “This thing we call ‘technology’ is really a constant backdrop in people’s lives — at home, at work, on the road, and literally in the palms of their hands.  We call it the ‘connected world’ and simply put, it’s about people, technology and the pursuit of happiness.”

 

During his tenure as president and COO, Dunn drove the company’s domestic business to new highs in terms of market share, employee retention, vendor relationships and customer satisfaction scores. He established himself as a powerful brand representative, strong motivator of employees, and decisive architect of dramatic organizational changes. A well respected leader, he ascended to the role of president three years ago, following an established record of successfully expanding the Best Buy brand into new markets for the company. For example, he launched the company’s northeast territory, the beachhead for what ultimately became the company’s east coast division, which Dunn later headed as well.

 



 

Dunn has excelled in differentiating Best Buy from the competition and enhancing performance at more than 1,000 consumer electronics stores in the United States. The domestic stores, the Geek Squad, and the company’s marketing, customer experience and merchant functions all currently report to Dunn.  He also is personally involved with managing key vendor relationships, including many of the company’s manufacturing partners in Asia.

 

Dunn’s career is a remarkable journey from store associate in 1985, to his current leadership role. When Dunn joined Best Buy in 1985, the company operated only a dozen stores. His career in the 23 years since then has been a reflection of the company itself — confident, optimistic and unafraid to grow and take on new challenges. In 1989, Dunn became a store manager and in 1990, a district manager in Minnesota. The New Jersey native, who has spent most of his life living in Minnesota, was promoted again in 1996 and 1998 before becoming senior vice president of division 3 retail sales, which encompassed all of Best Buy’s East Coast operations, in 2000. He was named executive vice president of U.S. retail in 2002, was made president of retail - North America in 2004, and advanced to president and COO of the company in 2006.

 

“I started at Best Buy, working on the sales floor, during the analog age; I became an executive of this company during the digital age; and I am now honored and excited by the opportunity to lead this company as we move into a new era of digital connectivity,” said Dunn. “I have a deep-seated belief in the power of technology to help people — and an equally powerful belief in the ability of the men and women of Best Buy to unlock the promise of that technology for millions of customers around the world. I am determined to build a future for this company — for both employees and investors — that is worthy of its past.”

 

Legacy Stock Program to Honor Brad Anderson

 

Dunn succeeds Bradbury H. Anderson, who served as Best Buy’s vice chairman and CEO for seven years.  Anderson, age 60, intends to complete his term as vice chairman of Best Buy’s board of directors to ensure both a smooth transition for Dunn and continuity with the company’s successful strategy of customer centricity.

 

“Brad Anderson had the vision and fortitude to flip this company’s focus, from the products we sell to the customers we serve,” said Dunn. “He has been a courageous, tenacious leader for this company and I am personally grateful for his mentorship.  It has been a privilege to serve alongside Brad.”

 



 

Dunn noted that Anderson’s focus on customer centricity helped Best Buy to move in lockstep with the changing needs and desires of the company’s customers while also amplifying the voices of Best Buy employees, particularly those men and women working in the company’s retail stores.  During his tenure as CEO, Anderson declined to receive personal stock options, instead suggesting that those options could more appropriately reward extraordinary performance of hard-working employees who would not otherwise be eligible for the company’s long-term incentive program.  Since 2003, more than 8,500 employees have received grants totaling more than 2.3 million options due to Anderson’s decision to forgo options.

 

“To ensure that Brad’s legacy lives on at Best Buy, I am honored to announce the creation of The Brad Anderson Legacy Program, which intends to award 200,000 shares of Best Buy stock each year to deserving employees,” said Dunn. “Because of the work Brad began, Best Buy has earned the opportunity to play a unique role in the lives of people…and to help people around the world thrive in this digitally connected world. I am excited about building on the foundation of customer centricity to help bring Best Buy to its next stage of growth.”

 

The Brad Anderson Legacy Program is a stock award program under the shareholder-approved Omnibus Plan.

 

Webcast Information

 

A replay of the webcast of Best Buy’s Annual Meeting of Shareholders is available through the Investor Relations section of Best Buy’s Web site, www.bestbuy.com.  Slides associated with the presentation made during the meeting also will be available on the site.  The webcast will be available for replay for one week following the presentation.

 

Forward-Looking and Cautionary Statements:

 

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 as contained in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that reflect management’s current views and estimates regarding future market conditions, company performance and financial results, business prospects, new strategies, the competitive environment and other events. You can identify these statements by the fact that they use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “project,” “plan,” “outlook,” and other words and terms of similar meaning. These statements involve a number of risks and uncertainties that could cause actual results to differ materially from the potential results discussed in the forward-looking statements. Among the factors that could cause actual results and outcomes to differ materially from those contained in such forward-looking statements  include the following: general economic conditions, acquisitions and development of new businesses, divestitures, product availability, sales volumes, pricing actions and promotional activities of competitors, profit margins, weather, changes in law or regulations, foreign currency fluctuation, availability of suitable real estate locations, the company’s ability to react to a disaster recovery situation, the impact of labor markets and new product introductions on overall profitability, failure to achieve anticipated benefits of announced transactions and integration challenges relating to new ventures.  A further list and description of these risks, uncertainties and other matters can be found in the company’s annual report and other reports filed from time to time with the Securities and

 



 

Exchange Commission, including, but not limited to, Best Buy’s Annual Report on Form 10-K filed with the SEC on April 29, 2009. Best Buy cautions that the foregoing list of important factors is not complete and assumes no obligation to update any forward-looking statement that it may make.

 

About Best Buy Co., Inc.

 

With operations in the United States, Canada, Europe, China and Mexico, Best Buy is a multinational retailer of technology and entertainment products and services with a commitment to growth and innovation. The Best Buy family of brands and partnerships collectively generates more than $45 billion in annual revenue and includes brands such as Best Buy; Audiovisions; The Carphone Warehouse; Future Shop; Geek Squad, Jiangsu Five Star; Magnolia Audio Video; Napster; Pacific Sales; The Phone House; and Speakeasy. Approximately 155,000 employees apply their talents to help bring the benefits of these brands to life for customers through retail locations, multiple call centers and Web sites, in-home solutions, product delivery and activities in its communities. Community partnership is central to the way business is done at Best Buy. In fiscal 2009, Best Buy donated a combined $33.4 million to improve the vitality of the communities where its employees and customers live and work. For more information about Best Buy, visit www.bestbuy.com.

 


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