Item 5.02 Departure of Directors or Certain Officers? Election of Directors?
Appointment of Certain Officers? Compensatory Arrangements of Certain Officers.
On February 27, 2020, Pinterest, Inc.'s (the "Company") Board of Directors (the
"Board") increased the size of the Board from 7 to 8 directors and appointed
Gokul Rajaram to the Board as a Class I director, with a term expiring at the
Company's 2020 annual meeting of stockholders. Concurrent with his election as a
director of the Company, Mr. Rajaram was appointed to the Nominating and
Corporate Governance Committee of the Board.
There are no arrangements or understandings between Mr. Rajaram and any other
persons pursuant to which he was selected to serve as a director. Additionally,
there are no transactions involving the Company and Mr. Gokul that the Company
would be required to report pursuant to Item 404(a) of Regulation S-K.
Mr. Rajaram will be entitled to receive compensation for his Board service in
accordance with the Company's standard compensation arrangements for
non-employee directors pursuant to the Company's Non-Employee Director
Compensation Policy (the "Non-Employee Director Compensation Policy"), which is
filed as an exhibit to Amendment No. 2, filed April 8, 2019, to the Company's
Registration Statement on Form S-1 (Registration No, 333-230458). As set forth
in the Non-Employee Director Compensation Policy, in connection with his
appointment, Mr. Rajaram was granted 19,792 restricted stock units in respect of
shares of the Company's Class A common stock under the Company's 2019 Omnibus
Incentive Plan, which shall vest in three equal annual installments beginning on
February 27, 2021, subject to his continued service as a non-employee director
through each such vesting date. Mr. Rajaram also entered into an indemnification
agreement with the Company in the same form its other directors have entered,
which is filed as an exhibit to Amendment No. 2, filed April 8, 2019, to the
Company's Registration Statement on Form S-1 (Registration No, 333-230458).
On February 27, 2020 the Company issued a press release relating to Mr. Gokul
Rajaram's appointment. This press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
99.1 Press Release issued by Pinterest, Inc., dated February 27,
2020.
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document).
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