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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 09, 2024
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Pinterest, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware | | 001-38872 | | 26-3607129 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
651 Brannan Street
San Francisco, California 94107
(Address of principal executive offices, including zip code)
(415) 762-7100
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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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))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
Title of each class | Trading Symbol | Name of each exchange on which registered |
Class A Common Stock, $0.00001 par value | PINS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ((§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 6, 2024, Jeffery Jordan, an independent member of the board of directors (the “Board”) of Pinterest, Inc. (the “Company”) notified the Board of his decision to retire from the Board effective May 9, 2024. Mr. Jordan’s decision to retire from the Board was not due to any disagreement with the Company, the Board or management of the Company regarding any matter related to the Company’s operations, policies, practices or otherwise. The Board appreciates and thanks Mr. Jordan for his contribution to the Company through his service as a member of the Board.
On May 8, 2024, Charles “Chip” Bergh was appointed to the Company’s Board effective May 9, 2024 as a Class I director. The Board has affirmatively determined that Mr. Bergh is “independent” under the rules of the New York Stock Exchange and the rules and regulations of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Mr. Bergh has also been appointed to the Company’s Nominating and Corporate Governance Committee and Talent Development and Compensation Committee effective as of May 9, 2024.
Mr. Bergh will receive compensation consistent with that received by the Company’s other non-employee directors, as described in the Non-Employee Director Compensation Policy, attached as Exhibit 10.1 to the Company’s Form 10-Q filed with the U.S. Securities and Exchange Commission on April 30, 2024.
There are no arrangements or understandings between Mr. Bergh and any other person pursuant to which Mr. Bergh was appointed as a director. Mr. Bergh has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit Number | Description |
99.1 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
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| PINTEREST, INC. |
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Date: May 9, 2024 | By: | /s/ Wanji Walcott |
| | Wanji Walcott |
| | Chief Legal and Business Affairs Officer and Corporate Secretary |
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