BIG 5 SPORTING GOODS CORPORATION (NASDAQ:BGFV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On August 21, 2019, the Board of Directors (the Board) of Big 5 Sporting Goods Corporation (the Company) appointed Colleen Birdnow Brown as a Class A Director to fill a vacancy on the Board. Ms. Browns term will expire at the Companys 2021 annual meeting of stockholders. The Board has determined that Ms. Brown satisfies the requirements for independence set forth in the rules of the NASDAQ Stock Market LLC.
Ms. Brown was previously President, Chief Executive Officer and a director of Fisher Communications Inc., a public multimedia company. She also has served in various leadership capacities with media companies Belo Corp., Lee Enterprises and Gannett Co. In addition, Ms. Brown is the founder of Marca Global, an innovative marketing and internet technology company.
Ms. Brown currently serves on the board of TrueBlue, where she is chair of the Innovation and Technology Committee and a member of the Nominating & Corporate Governance Committee and the Compensation Committee, and Spark Networks, where she is chair of the Audit Committee and a member of the Presiding Committee. She also serves on the boards of privately held Port Blakely Forestry and IntellaSphere, as well as non-profit Delta Dental of Washington. Over the course of her career, Ms. Brown has served on numerous other corporate boards, including American Apparel, where she served as board chair, DataSphere Technologies, BECU (Boeing Employees Credit Union), CareerBuilder and Classified Ventures.
There are no arrangements or understandings between Ms. Brown and any other person(s) to which she 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 Ms. Brown, or members of her immediate family, had or will have a direct or indirect material interest.
Concurrently with her appointment to the Board, Ms. Brown was granted options to purchase 10,000 shares of the Companys common stock at a price of $1.91 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 Ms. Brown on August 22, 2019. A copy of the press release is furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
| 99.1 | Press release, dated August 22, 2019, issued by Big 5 Sporting Goods Corporation. |