Build-A-Bear Workshop 2012 Annual Report Download - page 48

BUILD-A-BEAR WORKSHOP, INC. 2012 FORM 10-K
CHANGES IN INTERNAL CONTROL OVER FINANCIAL
REPORTING
There were no changes in internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) that occurred during the fiscal 2012 fourth quarter
that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE
Information concerning directors, appearing under the caption
“Directors”, “The Board of Directors and its Committees”,
“Committee Charters, Corporate Governance Guidelines,
Business Conduct Policy and Code of Ethics” and “Section
16(a) Beneficial Ownership Reporting Compliance” in our
Proxy Statement (the “Proxy Statement”) to be filed with the
SEC in connection with our Annual Meeting of Shareholders
scheduled to be held on May 9, 2013 is incorporated by
reference in response to this Item 10.
BUSINESS CONDUCT POLICY
The Board of Directors has adopted a Business Conduct Policy
applicable to our directors, officers and employees, including
all executive officers. The Business Conduct Policy has been
posted in the Investor Relations section of our corporate
website at http://ir.buildabear.com. We intend to satisfy the
amendment and waiver disclosure requirements under
applicable securities regulations by posting any amendments
of, or waivers to, the Business Conduct Policy on our website.
The information appearing under the caption “Committee
Charters, Corporate Governance Guidelines, Business
Conduct Policy and Code of Ethics” in the Proxy Statement is
incorporated by reference in response to this Item 10.
EXECUTIVE OFFICERS AND KEY EMPLOYEES
Maxine Clark, 64, has been our Chief Executive Bear
since she founded the Company in 1997. In 2013, we
announced her plans to retire. She was our President from our
inception in 1997 to April 2004, and served as Chairman of
our Board of Directors from our conversion to a corporation in
April 2000 until 2012. She was initially elected to our Board
of Directors pursuant to the terms of a stockholders’ agreement
which terminated upon the closing of the Company’s initial
public offering in 2004. Ms. Clark was re-elected as a
director at our 2005,2008 and 2011 Annual Meetings of
Stockholders. Prior to founding Build-A-Bear Workshop,
Ms. Clark was the President of Payless ShoeSource, Inc. from
1992 until 1996. Before joining Payless, Ms. Clark spent over
19 years in various divisions of The May Department Stores
Company in areas including merchandise development,
merchandise planning, merchandise research, marketing and
product development.
Eric Fencl, 50, joined Build-A-Bear Workshop in July 2008
as Chief Bearrister — General Counsel. In March 2009, he
assumed responsibility for international franchising and human
resources. He now holds the title of Chief Bearrister, General
Counsel and International Franchising. Prior to joining the
Company, Mr. Fencl was Executive Vice President, General
Counsel and Secretary for Outsourcing Solutions Inc., a
national accounts receivable management firm from August
1998 to June 2008. From September 1990 to August 1998,
he held legal positions for Monsanto Company, McDonnell
Douglas Corporation and Bryan Cave LLP. Mr. Fencl began his
career in 1984 as an auditor with Arthur Young & Company.
Dave Finnegan, 43, joined Build-A-Bear Workshop in
December 1999 as Director Inbearmation Technology and
was named Chief Information Bear in January 2007, adding
logistics responsibilities in March 2009 to become Chief
Information and Logistics Bear, and in March 2010 he
became Chief Information Bear. Prior to joining the Company,
Mr. Finnegan held information systems management positions
at Novell, Inc. in Provo Utah and Interchange Technologies
Inc. in St. Louis, Missouri. Mr. Finnegan is a member of the
St. Louis Regional Chief Information Officer Forum and the
NSB Executive Client Advisory Board. He was instrumental in
the development of bearville.com — the company’s virtual
world Web site. The online community received a 2009 “Best
of the Web” award from WiredSafety at the 9th Annual
Wired Kids Summit and a 2008 iParenting Media Award.
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