Coupang Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$CPNG
Catalog/Specialty Distribution
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain officers.
On June 21, 2024, the Board of Directors (the “Board”) of Coupang, Inc. (the “Company”) appointed Asha Sharma to serve as a director of the Board until her successor has been duly elected and qualified, or until her earlier death, resignation, or removal, and also appointed her to serve as a member of the Compensation Committee of the Board (the “Compensation Committee”). The Board has affirmatively determined that Ms. Sharma qualifies as an “independent director” under the applicable New York Stock Exchange listing standards.
In connection with her appointment, Ms. Sharma was granted a restricted stock unit (“RSU”) award covering 14,248 shares of the Company’s Class A Common Stock under the Company’s 2021 Equity Incentive Plan, entitled to vest in full on the earlier of the date of the next annual meeting of stockholders following the date of grant or June 13, 2025. Ms. Sharma is also eligible to participate in the Company's director compensation policy for non-employee directors, as follows: (1) an RSU award covering a number of shares of the Company’s Class A Common Stock having a value of $300,000, on the date of each annual meeting of stockholders following which she will continue as a non-employee director; and (2) an RSU award covering a number of shares of the Company’s Class A Common Stock having a value of $10,000 for service as a member of the Compensation Committee, on the date of each annual meeting of stockholders following which she will continue as a member of the Compensation Committee. Ms. Sharma will also enter into an indemnification agreement with the Company substantially in the form as its other directors have entered, which is filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 28, 2024.
Item 7.01 Regulation FD Disclosure.
On June 25, 2024, the Company issued a press release announcing the appointment of Ms. Sharma to the Board. A copy of the Company’s press release announcing the appointment is attached hereto as Exhibit 99.1. The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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 hereunto duly authorized.
| COUPANG, INC. | |||||
| By: | /s/ Harold Rogers | ||||
| Name: | Harold Rogers | ||||
| Title: | General Counsel and Chief Administrative Officer | ||||
Dated: June 25, 2024