SEARS HOLDINGS CORP FORM 8-K (Current report filing) Filed 03/01/12 for the Period Ending 02/24/12 Address 3333 BEVERLY ROAD HOFFMAN ESTATES, IL, 60179 Telephone 847-286-2500 CIK 0001310067 Symbol SHLDQ SIC Code 5311 - Retail-Department Stores Industry Department Stores Sector Consumer Cyclicals Fiscal Year 02/02 http://www.edgar-online.com Copyright 2019, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use.
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): February 24, 2012 SEARS HOLDINGS CORPORATION (Exact name of registrant as specified in charter) Delaware 000-51217 20-1920798 (State or Other Jurisdiction of Incorporation) (Commission File Number) Registrant s telephone number, including area code: (847) 286-2500 (Former name or former address, if changed since last report): Not Applicable (IRS Employer Identification No.) 3333 Beverly Road Hoffman Estates, Illinois 60179 (Address of principal executive offices) (Zip code) 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 5.04 Temporary Suspension of Trading Under Registrant s Employee Benefit Plans. On February 24, 2012, Sears Holdings Corporation ( Company ) received a notice from the Plan Administrator for the Sears Holdings 401(k) Savings Plan, the Sears Puerto Rico Savings Plan, and the Kmart Retirement Savings Plan for Puerto Rico Employees (collectively, the Savings Plans ) of a blackout period (the Blackout Period ) with respect to the Savings Plans pursuant to Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as amended. The Blackout Period is required because the Savings Plans are changing their recordkeepers from ING Institutional Plan Services, LLC to Hewitt Associates, LLC (a subsidiary of Aon Corporation). During the Blackout Period, participants in the Savings Plans will be unable to change their contribution rates, request withdrawals or distributions, request new loans, change investment selections or otherwise perform account transactions under the Savings Plans, including with respect to common stock of the Company, which is an investment option under the Savings Plans. The Blackout Period will begin at the close of the market (3:00 p.m. Central Time) on March 26, 2012 and is expected to end on April 3, 2012. On March 1, 2012, the Company sent a notice to its directors and executive officers informing them of the Blackout Period and the restrictions on trading in the common stock of the Company (including with respect to derivatives) that apply to them during the Blackout Period. This notice was provided to directors and executive officers pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Section 104 of Regulation BTR promulgated pursuant to the Securities Exchange Act of 1934, as amended. A copy of such notice is attached as Exhibit 99.1 to this report and is incorporated herein by this reference. During the Blackout Period and for a period of two years after the ending date of the Blackout Period, stockholders and other interested parties may obtain, without charge, the actual beginning and ending dates of the Blackout Period by contacting the Sears Holdings Benefits Center at 1-888-88sears (1-888-887-3277) and selecting Option 2 for Financial Benefits or Robert Lyter, Director of Benefits, Sears Holdings Management Corporation, 3333 Beverly Road, Hoffman Estates, IL 60179-0001, 1-847-286-2500. The address for the Sears Holdings Benefits Center prior to April 3, 2012 is P.O. Box 56287, Jacksonville, Florida 32241-6287 and as of April 3, 2012 will be P.O. Box 1498 Lincolnshire, IL 60069-1498. Item 9.01 Financial Statements and Exhibits. (d) Exhibits 99.1 Notice to Directors and Executive Officers dated March 1, 2012. 2
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. Date: March 1, 2012 3 SEARS HOLDINGS CORPORATION By: /s/ Robert A. Riecker Robert A. Riecker Vice President, Controller and Chief Accounting Officer
Exhibit Index 99.1 Notice to Directors and Executive Officers dated March 1, 2012. 4
Exhibit 99.1 Important Notice of Blackout Period to Directors and Executive Officers of Sears Holdings Corporation (March 1, 2012) Federal securities laws require us to send you a notice whenever restrictions are imposed on your trading in Sears Holdings Corporation common stock (including derivative securities such as options) due to a blackout of transactions under the Sears Holdings 401(k) Savings Plan (the Savings Plan ) that lasts for a period of more than three (3) consecutive business days. The Savings Plan, together with two smaller company-sponsored plans, the Sears Puerto Rico Savings Plan and Kmart Retirement Savings Plan for Puerto Rico Employees (collectively the Savings Plans ), will be changing recordkeepers from ING Institutional Plan Services, LLC to Hewitt Associates, LLC (a subsidiary of Aon Corporation). As a result of this conversion, there will be a blackout period (the Blackout Period ) during which participants in the Savings Plans will be temporarily unable to change their contribution rates, request withdrawals or distributions, request new loans, change investment selections or otherwise perform account transactions under the Savings Plans, including with respect to common stock of Sears Holdings Corporation, which is an investment option under the Savings Plans. The Blackout Period for the Savings Plans will begin at the close of the market (3 p.m. Central Time) on March 26, 2012, and is expected to end on April 3, 2012. During the Blackout Period, all directors and executive officers of Sears Holdings Corporation are prohibited from purchasing, selling or otherwise acquiring or transferring any Sears Holdings Corporation common stock (including restricted stock and stock acquired under the Sears Holdings Corporation Associate Stock Purchase Plan (the ASPP )) or any derivative securities relating to Sears Holdings Corporation common stock if such common stock was acquired in connection with the director s or executive officer s service as a director or executive officer of Sears Holdings Corporation. Please note that under applicable securities laws and regulations, any common stock of Sears Holdings Corporation that you purchase, sell or transfer during the Blackout Period will be presumed to have been acquired in connection with your services as a director or executive officer of Sears Holdings Corporation unless you can establish that the stock was not acquired in connection with your services as a director or executive officer of Sears Holdings Corporation. These restrictions apply regardless of whether you participate in the Savings Plans. As a director or executive officer of Sears Holdings Corporation, these prohibitions may apply to you and to members of your immediate family who share your household, as well as to trusts, corporations and other entities whose stock ownership may be attributed to you. There are a limited number of exceptions to the restrictions described above. For example, the trading prohibition does not apply to transactions such as qualified Rule 10b5-1 trading plan transactions, bona fide gifts or transactions involving equity securities that were not acquired in connection with your services as a director or executive officer. If you are a participant under the ASPP, this trading prohibition also does not preclude a regularly scheduled quarterly purchase of Sears Holdings Corporation common stock during the Blackout Period (if any) by the ASPP, on your behalf as a participant. Any profit realized by a director or executive officer from any non-exempt transaction involving Sears Holdings Corporation common stock during the Blackout Period is recoverable by Sears Holdings Corporation. If you have questions regarding the Blackout Period, including when it has started or ended, you may contact the Sears Holdings Benefits Center at 1-888-88sears (1-888-887-3277) and select Option 2 for Financial Benefits or Robert Lyter, Director of Benefits, Sears Holdings Management Corporation, 3333 Beverly Road, Hoffman Estates, IL 60179-0001, 1-847-286-2500. The address for the Sears Holdings Benefits Center prior to April 3, 2012 is P.O. Box 56287, Jacksonville, Florida 32241-6287 and as of April 3, 2012 will be P.O. Box 1498 Lincolnshire, IL 60069-1498.