Form 8-K

 

 

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): January 28, 2011 (January 27, 2011)

 

 

Toys “R” Us, Inc.

(Exact name of Registrant as Specified in Charter)

 

 

 

Delaware   1-11609   22-3260693

(State or other Jurisdiction of

Incorporation or Organization)

  

(Commission

File Number)

  

(IRS Employer

Identification Number)

One Geoffrey Way, Wayne, New Jersey 07470

(Address of Principal Executive Offices, including Zip Code)

(973) 617-3500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(d) Election of a Director. Effective as of January 27, 2011, the Board of Directors of Toys “R” Us, Inc. (the “Company”) elected Nathaniel H. Taylor to the Board of Directors in order to fill a vacancy on the Board. Mr. Taylor was a nominee of an affiliate of Kohlberg, Kravis, Roberts & Co. (“KKR”), which pursuant to its rights under a stockholders’ agreement by and among the Company and its stockholders, had the right to nominate a replacement to fill the vacancy. Mr. Taylor, 34, has served as a Director at KKR since December 2008. From November 2005 to December 2008, Mr. Taylor served as a Principal at KKR. Effective as of January 27, 2011, Mr. Taylor replaced Michael M. Calbert on the Company’s Audit Committee.

 

2

Signature

Pursuant to the requirements of the Securities Exchange Act of l934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Toys “R” Us, Inc.
  (Registrant)
Date: January 28, 2011   By:   /s/ F. Clay Creasey, Jr.
  Name:   F. Clay Creasey, Jr.
  Title:   Executive Vice President - Chief Financial Officer

 

3