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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/18/24 Build-A-Bear Workshop Inc. 10-K 2/03/24 86:7.3M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.52M
2: EX-21.1 Subsidiaries List HTML 25K
3: EX-23.1 Consent of Expert or Counsel HTML 26K
8: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 40K
Awarded Compensation
4: EX-31.1 Certification -- §302 - SOA'02 HTML 28K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 29K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 25K
7: EX-32.2 Certification -- §906 - SOA'02 HTML 25K
14: R1 Document And Entity Information HTML 93K
15: R2 Consolidated Balance Sheets HTML 110K
16: R3 Consolidated Balance Sheets (Parentheticals) HTML 42K
17: R4 Consolidated Statements of Operations and HTML 107K
Comprehensive Income
18: R5 Consolidated Statements of Stockholders' Equity HTML 71K
19: R6 Consolidated Statements of Cash Flows HTML 107K
20: R7 Insider Trading Arrangements HTML 33K
21: R8 Note 1 - Description of Business and Basis of HTML 28K
Presentation
22: R9 Note 2 - Summary of Significant Accounting HTML 81K
Policies
23: R10 Note 3 - Revenue HTML 47K
24: R11 Note 4 - Leases HTML 49K
25: R12 Note 5 - Prepaid Expenses and Other Current Assets HTML 48K
26: R13 Note 6 - Property and Equipment, Net HTML 43K
27: R14 Note 7 - Accrued Expenses HTML 38K
28: R15 Note 8 - Income Taxes HTML 120K
29: R16 Note 9 - Line of Credit HTML 30K
30: R17 Note 10 - Commitments and Contingencies HTML 32K
31: R18 Note 11 - Net Income Per Share HTML 39K
32: R19 Note 12 - Stock Incentive Plans HTML 77K
33: R20 Note 13 - Stockholders' Equity HTML 39K
34: R21 Note 14 - Major Vendors HTML 27K
35: R22 Note 15 - Segment Information HTML 85K
36: R23 Schedule II - Valuation and Qualifying Accounts HTML 34K
37: R24 Significant Accounting Policies (Policies) HTML 137K
38: R25 Note 3 - Revenue (Tables) HTML 32K
39: R26 Note 4 - Leases (Tables) HTML 47K
40: R27 Note 5 - Prepaid Expenses and Other Current Assets HTML 47K
(Tables)
41: R28 Note 6 - Property and Equipment, Net (Tables) HTML 40K
42: R29 Note 7 - Accrued Expenses (Tables) HTML 35K
43: R30 Note 8 - Income Taxes (Tables) HTML 121K
44: R31 Note 11 - Net Income Per Share (Tables) HTML 37K
45: R32 Note 12 - Stock Incentive Plans (Tables) HTML 63K
46: R33 Note 13 - Stockholders' Equity (Tables) HTML 32K
47: R34 Note 15 - Segment Information (Tables) HTML 76K
48: R35 Schedule II - Valuation and Qualifying Accounts HTML 33K
(Tables)
49: R36 Note 2 - Summary of Significant Accounting HTML 71K
Policies (Details Textual)
50: R37 Note 3 - Revenue (Details Textual) HTML 42K
51: R38 Note 3 - Revenue - Allowance for Expected Credit HTML 28K
Losses (Details)
52: R39 Note 4 - Leases (Details Textual) HTML 33K
53: R40 Note 4 - Leases - Lease Costs (Details) HTML 34K
54: R41 Note 4 - Leases - Reconciliation of the HTML 45K
Undiscounted Cash Flows From Operating Leases
(Details)
55: R42 Note 5 - Prepaid Expenses and Other Current Assets HTML 42K
- Summary of Prepaid Expenses and Other Current
Assets (Details)
56: R43 Note 5 - Prepaid Expenses and Other Current Assets HTML 30K
- Other Noncurrent Assets (Details)
57: R44 Note 6 - Property and Equipment, Net (Details HTML 24K
Textual)
58: R45 Note 6 - Property and Equipment, Net - Property HTML 45K
and Equipment (Details)
59: R46 Note 7 - Accrued Expenses (Details Textual) HTML 25K
60: R47 Note 7 - Accrued Expenses - Summary of Accrued HTML 36K
Expenses (Details)
61: R48 Note 8 - Income Taxes (Details Textual) HTML 46K
62: R49 Note 8 - Income Taxes - Income Before Income Taxes HTML 32K
From Domestic and Foreign Operations (Details)
63: R50 Note 8 - Income Taxes - Components of the HTML 43K
Provision for Income Taxes (Details)
64: R51 Note 8 - Income Taxes - Schedule of Effective HTML 58K
Income Tax Rate Reconciliation (Details)
65: R52 Note 8 - Income Taxes - Temporary Differences That HTML 71K
Gave Rise to Deferred Tax Assets and Liabilities
(Details)
66: R53 Note 8 - Income Taxes - Reconciliation of HTML 30K
Unrecognized Tax Benefits (Details)
67: R54 Note 8 - Income Taxes - Open Tax Year (Details) HTML 29K
68: R55 Note 9 - Line of Credit (Details Textual) HTML 43K
69: R56 Note 10 - Commitments and Contingencies (Details HTML 27K
Textual)
70: R57 Note 11 - Net Income Per Share (Details Textual) HTML 24K
71: R58 Note 11 - Income Per Share - Computation Basic and HTML 49K
Diluted Earnings Per Common Share (Details)
72: R59 Note 12 - Stock Incentive Plans (Details Textual) HTML 73K
73: R60 Note 12 - Stock Incentive Plans - Activity for HTML 56K
Stock Options (Details)
74: R61 Note 12 - Stock Incentive Plans - Activity for HTML 56K
Time-based and Performance-based Restricted Stock
(Details)
75: R62 Note 13 - Stockholders' Equity (Details Textual) HTML 27K
76: R63 Note 13 - Stockholders' Equity - Summary Changes HTML 32K
in Outstanding Shares of Common Stock (Details)
77: R64 Note 14 - Major Vendors (Details Textual) HTML 29K
78: R65 Note 15 - Segment Information (Details Textual) HTML 27K
79: R66 Note 15 - Segment Information - Financial HTML 59K
Information for the Company's Reportable Segments
(Details)
80: R67 Note 15 - Segment Information - Sales to External HTML 38K
Customers and Long-lived Assets by Geographic Area
(Details)
81: R68 Schedule II - Valuation and Qualifying Accounts - HTML 32K
Summary of Valuation and Qualifying Accounts
(Details)
83: XML IDEA XML File -- Filing Summary XML 156K
86: XML XBRL Instance -- bbw20240123_10k_htm XML 1.47M
82: EXCEL IDEA Workbook of Financial Report Info XLSX 119K
10: EX-101.CAL XBRL Calculations -- bbw-20240203_cal XML 165K
11: EX-101.DEF XBRL Definitions -- bbw-20240203_def XML 1.12M
12: EX-101.LAB XBRL Labels -- bbw-20240203_lab XML 971K
13: EX-101.PRE XBRL Presentations -- bbw-20240203_pre XML 1.19M
9: EX-101.SCH XBRL Schema -- bbw-20240203 XSD 175K
84: JSON XBRL Instance as JSON Data -- MetaLinks 485± 756K
85: ZIP XBRL Zipped Folder -- 0001437749-24-012440-xbrl Zip 318K
Exhibit 97.1
BUILD-A-BEAR WORKSHOP, INC.
CLAWBACK POLICY
Adopted: November 7, 2023
1. Purpose. The purpose of this Clawback Policy of the Company (as amended from time to time, this “Policy”), dated as of November 7, 2023 (the “Adoption Date”) is to describe the circumstances in which current and former Executive Officers will be required to repay or return Erroneously Awarded Compensation to members of the Company Group. The Company has adopted this Policy to comply with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as codified by Section 10D of the Exchange Act, Exchange Act Rule 10D-1 promulgated thereunder, and the NYSE listing standards (including Section 303A.14 of the NYSE listing company manual) (such legal requirements, and rules and requirements of NYSE, collectively, the “SEC/NYSE Clawback Rules”).
2. Administration. This Policy shall be administered by the Committee. The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy, and any such determinations made by the Committee shall be in the Committee’s sole discretion and shall be final and binding on all affected individuals. Except as otherwise required by applicable legal requirements or the rules and requirements of NYSE, any determinations of the Committee hereunder need not be uniform with respect to one or more Executive Officers (whether current and/or former).
3. Definitions. For purposes of this Policy, the following capitalized terms shall have the meanings set forth below:
(a)“ Accounting Restatement” shall mean an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
(b)“ Board” shall mean the Board of Directors of the Company.
(c)“ Clawback Eligible Incentive Compensation” shall mean all Incentive-Based Compensation Received by any current or former Executive Officer on or after NYSE Effective Date, provided that:
(i) such Incentive-Based Compensation is Received after such individual began serving as an Executive Officer;
(ii) such individual served as an Executive Officer at any time during the performance period for such Incentive-Based Compensation;
(iii) such Incentive-Based Compensation is Received while the Company has a class of securities listed on NYSE or any other national securities exchange or national securities association; and
(iv) such Incentive-Based Compensation is Received during the applicable Clawback Period.
(d)“ Clawback Period” shall mean, with respect to any Accounting Restatement, the three completed fiscal years of the Company immediately preceding the Restatement Date and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years.
(e)“ Committee” shall mean the Compensation and Development Committee of the Board.
(f)“ Common Stock” shall mean the common stock, par value $0.01 per share, of the Company.
(g)“ Company” shall mean Build-A-Bear Workshop, Inc., a Delaware corporation.
(h)“ Company Group” shall mean the Company, together with each of its direct and indirect subsidiaries.
(i)“ Erroneously Awarded Compensation” shall mean, with respect to any current or former Executive Officer in connection with any Accounting Restatement, the amount of Clawback Eligible Incentive Compensation Received by such current or former Executive Officer that exceeds the amount of Clawback Eligible Incentive Compensation that otherwise would have been Received by such current or former Executive Officer had such Clawback Eligible Incentive Compensation been determined based on the restated amounts as reflected in connection with such Accounting Restatement and computed without regard to any taxes paid.
(j)“ Exchange Act” means the Securities Exchange Act of 1934, as amended.
(k)“ Executive Officer” shall mean any officer as defined in Rule 10D-1(d) (or any successor provision thereof) under the Exchange Act and any executive officer as defined in Section 303A.14(e) (or any successor provision thereof) of the NYSE Listing Company Manual.
(l)“ Financial Reporting Measures” shall mean measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any other measures that are derived wholly or in part from such measures. For purposes of this Policy, stock price and total shareholder return (and any measures that are derived wholly or in part from stock price or total shareholder return) shall be considered Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented within the Company’s financial statements or included in a filing with the SEC.
(m)“ Incentive-Based Compensation” shall mean any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
(n)“ NYSE” shall mean the New York Stock Exchange.
(o)“ NYSE Effective Date” shall mean October 2, 2023 (which is the effective date of the final NYSE listing standards).
(p)“ Received” shall mean when Incentive-Based Compensation is received, and Incentive-Based Compensation shall be deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if payment or grant of the Incentive-Based Compensation occurs after the end of that period.
(q)“ Restatement Date” shall mean the earlier to occur of (i) the date the Board, a committee of the Board or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
(r)“ SEC” shall mean the U.S. Securities and Exchange Commission.
4. Recovery of Erroneously Awarded Compensation.
(a) In the event that the Company is required to prepare an Accounting Restatement, (i) the Committee shall determine the amount of any Erroneously Awarded Compensation for each applicable current or former Executive Officer (whether or not such individual is serving as an Executive Officer at such time) (the “Applicable Executives”) in connection with such Accounting Restatement, and (ii) the Company will reasonably promptly require the recovery of such Erroneously Awarded Compensation from any such Applicable Executive, and any such Applicable Executive shall surrender such Erroneously Awarded Compensation to the Company, at such time(s), and via such method(s), as determined by the Committee in accordance with the terms of this Policy.
(b) For Incentive-Based Compensation based on (or derived from) stock price or total shareholder return where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement, (i) such amount shall be determined by the Committee based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was Received, and (ii) the Company will maintain documentation of the determination of that reasonable estimate and provide such documentation to NYSE.
(c) The Committee shall determine, in its sole discretion, the method(s) for recovering any Erroneously Awarded Compensation from any Applicable Executive, which may include one or more of the following:
(i) requiring one or more cash payments to the Company Group from such Applicable Executive, including, but not limited to, the repayment of cash Incentive-Based Compensation previously paid by the Company Group to such Applicable Executive;
(ii) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards previously made by the Company to such Applicable Executive and/or, subject to applicable legal requirements, otherwise requiring the delivery to the Company of shares of Common Stock held by such Applicable Executive;
(iii) withholding, reducing or eliminating future cash compensation (including cash incentive payments), future equity awards and/or other benefits or amounts otherwise to be paid or awarded by the Company Group to such Applicable Executive;
(iv) offsetting amounts against compensation or other amounts otherwise payable by the Company Group to any Applicable Executive;
(v) cancelling, adjusting or offsetting against some or all outstanding vested or unvested equity awards of the Company held by such Applicable Executive; and/or
(vi) taking any other remedial and recovery actions with respect to such Applicable Executive permitted by applicable legal requirements and the rules and regulations of NYSE, as determined by the Committee.
(d) Notwithstanding anything herein to the contrary, the Company must recover Erroneously Awarded Compensation from any Applicable Executive pursuant to the terms of this Policy except to the extent that both (1) the Committee determines that such recovery would be impracticable, and (2) one of the following conditions is met:
(i) the direct expenses paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered, provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement pursuant to this clause (i), the Company has (x) made a reasonable attempt to recover such Erroneously Awarded Compensation, (y) documented such reasonable attempt(s) to recover, and (z) provided such documentation to NYSE;
(ii) recovery would violate home country law where that law was adopted prior to November 28, 2022, provided that, before determining that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Company has obtained an opinion of home country counsel, acceptable to NYSE, that recovery would result in such a violation, has provided copy of the opinion is provided to NYSE; or
(iii) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company or the Company Group, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
5. No Indemnification, Etc. The Company Group shall not (x) indemnify any current or former Executive Officer against (i) the loss of any Erroneously Awarded Compensation that is repaid, returned or recovered pursuant to the terms of this Policy, or (ii) any claims relating to the Company Group’s enforcement of its rights under this Policy, or (y) pay or reimburse any current or former Executive Officers for insurance premiums to recover losses incurred under this Policy.
6. Supersedure. This Policy will supersede any provisions in (x) any agreement, plan or other arrangement applicable to any member of the Company Group, and (y) any organizational documents of any entity that is part of Company Group that, in any such case, (a) exempt any Incentive-Based Compensation from the application of this Policy, (b) waive or otherwise prohibit or restricts the Company Group’s right to recover any Erroneously Awarded Compensation, including, without limitation, in connection with exercising any right of setoff as provided herein, and/or (c) require or provide for indemnification to the extent that such indemnification is prohibited under Section 5 above.
7. Amendment; Termination; Interpretation. The Committee may amend or terminate this Policy at any time, subject to compliance with all applicable legal requirements and the rules and requirements of NYSE. It is intended that this Policy be interpreted in a manner that is consistent with the SEC/NYSE Clawback Rules. This Policy is separate from, and in addition to, any other compensation recovery or recoupment policy of the Company or any applicable provisions of plans, agreements, awards or other arrangements of the Company that provide for the recoupment or recovery of compensation from Executive Officers that is voluntarily adopted by the Company and intended to provide for discretionary recoupment beyond the scope of this Policy and the SEC/NYSE Clawback Rules.
8. Other Recoupment Rights; No Additional Payments.
(a) Subject to Section 8(b) of this Policy below, any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company Group pursuant to (i) the terms of any recoupment provisions in any employment agreement, incentive or equity compensation plan or award or other agreement, (ii) any other legal requirements, including, but not limited to, Section 304 of Sarbanes-Oxley Act of 2002, and (iii) any other legal rights or remedies available to the Company.
(b) Notwithstanding anything herein to the contrary, to prevent duplicative recovery:
(i) to the extent that the amount of any Erroneously Awarded Compensation is recovered from any current or former Executive Officers under this Policy, the Company will not be entitled to recover any such amounts under any other compensation recovery or recoupment policy of the Company or any applicable provisions of plans, agreements, awards or other arrangements of the Company that provide for the recoupment or recovery of compensation from Executive Officers; and
(ii) to the extent that any Erroneously Awarded Compensation includes any amounts that have been actually reimbursed to the Company Group from any Applicable Executive pursuant to Section 304 of the Sarbanes-Oxley Act (any such amounts that have been reimbursed to the Company Group, the “Applicable SOX Recoupment Amount”), the amount of any Erroneously Awarded Compensation to be recovered from any such Applicable Executive shall be reduced by the Applicable SOX Recoupment Amount.
9. Successors. This Policy shall be binding and enforceable against all current and former Executive Officers and their beneficiaries, heirs, executors, administrators or other legal representatives.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/18/24 | None on these Dates | ||
| For Period end: | 2/3/24 | |||
| 11/7/23 | ||||
| 10/2/23 | ||||
| 11/28/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/19/24 Build-A-Bear Workshop Inc. 8-K:5,9 4/16/24 13:234K RDG Filings/FA |