Item 2.02. Results of Operations and Financial Condition.
On February 20, 2020, Fitbit, Inc. (the "Company") issued a press release
regarding its financial results for the fourth quarter and the full year ended
December 31, 2019. A copy of the press release is furnished as Exhibit 99.1 to
this report.
The information furnished with this Item 2.02, including Exhibit 99.1, 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 it be deemed incorporated by reference into any other
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.
The Company is making reference to financial measures not presented in
accordance with generally accepted accounting principles in the United States
("GAAP") in the press release. A reconciliation of these non-GAAP financial
measures to the nearest comparable GAAP financial measures is contained in the
attached Exhibit 99.1 press release.
Item 5.02. Departure of Directors or Certain Officers? Election of Directors?
Appointment of Certain Officers? Compensatory Arrangements of Certain Officers.
On February 19, 2020, Christopher Paisley, a member of the Board of Directors
(the "Board") of Fitbit, Inc. (the "Company"), notified the Board that he would
not stand for re-election as a director of the Company due to other professional
demands on his time, including his service as a member of boards of directors of
other public companies. Mr. Paisley's decision not to stand for re-election was
not due to any disagreement with the Company on any matter relating to the
Company's operations, policies or practices. Mr. Paisley's term will end at the
Company's 2020 annual meeting of stockholders (the "Annual Meeting").
In connection with Mr. Paisley not standing for re-election, on February 19,
2020, effective immediately following the Annual Meeting, the Board decreased
the authorized number of directors comprising the Board to seven, selected
Glenda Flanagan to replace Mr. Paisley as the chair of the Audit Committee of
the Board (the "Audit Committee"), and appointed Bradley Fluegel to join the
Audit Committee.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Exhibit Title or Description
99.1 Press release dated February 20, 2020.
104 Cover Page Interactive Data File (the cover page XBRL
tags are embedded within the inline XBRL document).
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