Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On March 10, 2020, Hubert Joly, former Chief Executive Officer and current
Executive Chairman of the Board, informed the Board of Directors (the "Board")
of Best Buy Co., Inc. (the "Company" or "registrant") that he would not stand
for re-election at the Company's 2020 Regular Meeting of Shareholders, scheduled
for June 11, 2020 (the "Meeting") and would retire as Executive Chairman at that
time, thereby completing the transition he initiated in 2019. The Board and Mr.
Joly agreed to extend, through the effective date of his retirement, Mr. Joly's
Employment Agreement entered into on April 13, 2019 and filed as Exhibit 10.1 to
the Current Report on Form 8-K filed by the Company on April 15, 2019 (the "Joly
Employment Agreement"). Upon his retirement, Mr. Joly will be eligible for the
rights and benefits applicable to his retirement under the Joly Employment
Agreement.
The Board of the Company approved the appointment of J. Patrick Doyle, Lead
Independent Director, as the Board's Chairman, effective upon Mr. Joly's
retirement at the conclusion of the Meeting. Mr. Doyle joined the Board in
October 2014 and has served as Lead Independent Director since June 2019. He
formerly served as the president and chief executive officer of Domino's Pizza,
Inc. from 2010 thru 2018 and is currently an executive partner at The Carlyle
Group, one of the world's largest investment firms.
On March 9, 2020, Russell P. Fradin notified the Board of the Company that he
would complete his term as a director and would not stand for re-election at the
Meeting. Mr. Fradin informed the Board that his decision was due solely to
increased time commitments as a partner of Clayton, Dubilier & Rice and was not
the result of any dispute or disagreement with the Company or the Board on any
matter. Mr. Fradin joined the Board in April 2013 and serves on the Compensation
& Human Resources Committee. He also served as the Board's Lead Independent
Director from June 2015 until June 2019.
(e) On March 10, 2020, the Board entered into an arrangement with Mr. Joly under
which Mr. Joly will serve as a consultant to the Company for a one-year
renewable term, effective upon Mr. Joly's retirement at the conclusion of the
Meeting. Under the terms of the arrangement, Mr. Joly will provide consulting
services, advice on matters related to the business activities of the Company,
and support to the Company's efforts to provide tech opportunities to
disadvantaged youth. He will be paid $37,500 per quarter in exchange for these
services. Mr. Joly will be considered an independent contractor and will not
receive or be eligible for any employee benefits from the Company. He will
receive reasonable administrative support services to facilitate his service to
the Company.
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 are furnished as Exhibits to this Current Report on Form 8-K.
Exhibit No. Description of Exhibit
10.1 Letter Agreement, dated March 10, 2020, between Hubert Joly
and Best Buy Co., Inc.
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document).
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