Planet Labs PBC filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
$PL
Radio And Television Broadcasting And Communications Equipment
Technology
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 10, 2025
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s Telephone Number, Including Area Code: (415 ) 829-3313
N/A
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 January 10, 2025, the stockholders of Planet Labs PBC (the “Company”) acted by written consent (the “Written Consent”) to elect General John W. Raymond to fill an existing vacancy on the Company’s board of directors as a Class II director, to serve until the Company’s 2026 annual meeting of stockholders and until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal (the “Election”). In accordance with Rule 14c-2 and Rule 14a-16 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Election will become effective on the 40th calendar day after the Notice of Internet Availability of Information Statement with respect to the Election is first sent to the Company’s stockholders (the “Effective Date”). The Written Consent was delivered in respect of 21,157,586 shares of the Company’s Class B common stock, representing approximately 61% of the voting power of the outstanding shares of voting stock of the Company entitled to vote at an election of directors.
General (Retired) John W. “Jay” Raymond has served as a Senior Managing Director at Cerberus Capital Management, L.P., since May 2022. Prior to retiring from military service in January 2023, Gen. Raymond served as the first Chief of Space Operations and Guardian for the newly established United States Space Force (the “Space Force”) from December 2019 to December 2022. Prior to the Space Force, Gen. Raymond served in numerous command, joint and service staff jobs in nuclear, space, cyber and air operations. Gen. Raymond holds an MA in National Security and Strategic Studies from the Naval War College, an MS in Administrative Management from Central Michigan University, and a BA in Administrative Management from Clemson University.
There are no arrangements or understandings between Gen. Raymond and any other persons pursuant to which Gen. Raymond was selected as a director of the Company. There are no transactions between Gen. Raymond and the Company that would be required to be reported under Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended.
Gen. Raymond will be entitled to the normal fees paid to the Company’s non-management directors for service on the Company’s board of directors pursuant to the terms of the Company’s Outside Director Compensation Policy, substantially as described in the preliminary information statement on Schedule 14C filed by the Company with the Securities and Exchange Commission on January 16, 2025. The Company will also enter into an indemnification agreement with Gen. Raymond in the same form that the Company has entered into with other non-management directors.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The information set forth in Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.07.
Item 7.01 Regulation FD Disclosure.
On January 16, 2025, the Company issued a press release announcing the election of Gen. Raymond. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
The information furnished in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number | Exhibit Description | |||||||
| 99.1 | ||||||||
104 | Cover Page Interactive Data File - the cover page XBRL tags are 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 thereunto duly authorized.
Planet Labs PBC | |||||||||||
Date: January 16, 2025 | By: | /s/ Ashley Johnson | |||||||||
Ashley Johnson President and Chief Financial Officer | |||||||||||