Minneapolis – Best Buy reported in an 8-K filing yesterday that Dick Schulze, chairman emeritus and founder of the chain, plans to sell shares of his personal common stock as part of a pre-arranged trading plan.
The filing said that 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, the filing said.
Schulze, who returned to Best Buy as chairman emeritus in March after trying to take the company private during 2012, informed Best Buy that the stock sales are part of his personal long-term strategy for asset diversification and liquidity.
The plan provides that Schulze will sell shares beginning Oct. 1 and that the plan is scheduled to expire in March 2014. Shares will be sold under the open market at prevailing market prices, subject to minimum price thresholds. Schulze will have no control over the timing of the stock sales under the plan, according to the filing.
The filing also indicated that all stock sales under the plan will be disclosed publicly to the extent required under applicable securities laws, rules and regulations through Form 4 filings with the Securities and Exchange Commission.