Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 21, 2022, Bakkt Holdings, Inc. (the "Company") announced that its board
of directors (the "Board"), upon the recommendation of its Nominating and
Corporate Governance Committee, appointed Jill Simeone and De'Ana Dow (the "New
Directors") to the Board, as a Class I director and a Class III director,
respectively. Biographical information for each of the New Directors is below.
The Board determined that each of the New Directors meets the independence
requirements under the rules of the New York Stock Exchange and the Company's
independence standards, and that there are no transactions between the Company
and either New Director that would require disclosure under Item 404(a) of
Regulation S-K. There are no understandings or arrangements between either New
Director and any other person pursuant to which such New Director was selected
to serve as a director of the Board.
Ms. Dow, age 66, is partner and general counsel with Capitol Counsel LLC, a
full-service government relations firm, where she has served since August 2012.
Her primary focus has been derivatives markets, with many years of senior level
experience in both technical and policy areas. Prior to Ms. Dow's position with
Capitol Counsel, from July 2010 to August 2012, Ms. Dow served as the Senior
Vice President of Ogilvy Government Relations, Washington, D.C., which
specializes in futures and derivatives markets. Before joining Ogilvy, from
August 2008 through July 2010, Ms. Dow was the Managing Director for Government
Affairs at CME Group, the world's largest derivatives exchange. In that role,
Ms. Dow managed the organization's efforts related to the Dodd-Frank financial
market regulatory reform bill as it progressed through the House and the Senate,
as well as the regulatory actions at the CFTC, Securities and Exchange
Commission, Treasury Department and the Federal Reserve. From April 2005 through
August 2008, Ms. Dow served as the Senior Vice President and Chief Legislative
Counsel for the New York Mercantile Exchange ("NYMEX"), before NYMEX merged with
CME. As the head of office and regulatory counsel for NYMEX, she successfully
guided the company through a complex legislative agenda aimed at eliminating
critical liquidity providers from the markets, and monitored numerous CFTC
regulatory filings for accuracy and sufficient analytical content. Ms. Dow
received an undergraduate degree from Bowie State College and a Juris Doctorate
from Georgetown University Law Center.
Ms. Simeone, age 55, currently serves as Etsy's Chief Legal Officer and
Corporate Secretary. Prior to becoming Etsy's Chief Legal Officer and Corporate
Secretary, Ms. Simeone served as Etsy's General Counsel and Corporate Secretary.
Ms. Simeone served as Etsy's General Counsel from January 2017 to August 2020.
From January 2016 to January 2017, Ms. Simeone was the Vice President, Senior
Counsel, and Assistant Secretary at American Express Global Business Travel.
From July 2013 to January 2016, Ms. Simeone was the General Counsel of KCAP
Financial, Inc. an investment company. From 2001 to 2011, Ms. Simeon was the
General Counsel of CMEX S.A.B. de C.V., a Mexican multinational building
materials company. Ms. Simeone received an undergraduate degree in American
History and Literature from Harvard University and a Juris Doctorate from
University of California, Hastings.
Each of the New Directors will receive the standard non-employee director
compensation for serving on the Board and, if applicable, committees of the
Board. The specific terms of such compensation were described in the Company's
registration statement on Form S-1 (File No. 333-261034) and will be described
in the proxy statement for the Company's 2022 Annual Meeting of Stockholders
that the Company will file with the Securities and Exchange Commission.
In connection with the appointment of the New Directors as members of the Board,
the Company entered into an Indemnification Agreement with each New Director
pursuant to which the Company agreed to indemnify such New Director to the
fullest extent permitted under Delaware law against liability that may arise by
reason of her service to the Company and to advance her expenses incurred as a
result of any proceeding against her to which she could be indemnified.
The foregoing description is qualified in its entirety by reference to the full
text of such Indemnification Agreement, the form of which is filed as Exhibit
10.7 to the Company's Current Report on Form 8-K filed on October 21, 2021 and
incorporated in this Item 5.02 by reference.
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