Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 23, 2022, the Board of Directors (the "Board") of BARK, Inc. (the
"Company") appointed Mr. David Kamenetzky as a new member of the Board,
effective immediately.
Mr. Kamenetzky's appointment increased the size of the Board from six to seven
members, and his term of office will expire at the Company's 2024 annual meeting
of stockholders or upon his successor being duly elected and qualified.
As a non-employee director, Mr. Kamenetzky is entitled to receive compensation
arrangements in accordance with the Company's Director Compensation Program,
which currently includes an annual cash retainer of $40,000, paid in
substantially equal quarterly installments, and an initial award of $300,000 in
Restricted Stock Units ("RSUs"), which shall vest on the one-year anniversary of
the grant date (subject to the director's continued service through the vesting
date), and additional annual awards of 30,000 RSUs upon continuing service as of
the respective dates of the Company's future annual meetings of stockholders,
each of which shall vest on the one-year anniversary of such grant, provided
that the annual awards shall become fully vested as of the day immediately
preceding the next annual meeting, if sooner, subject in each case to the
director's continued service through the vesting date. In addition, the Board
appointed Mr. Kamenetzky to its Compensation Committee and to its Corporate
Governance and Nominating Committee, having determined that he satisfied all
applicable requirements to serve on such committees, including without
limitation the applicable requirements of the New York Stock Exchange and the
Securities Exchange Act of 1934, as amended to date. Mr. Kamenetzky shall
receive additional annual cash retainers of $5,000 and $5,000, paid in
substantially equal quarterly installments, for his service on such committees,
respectively.
The Company will enter into its form of Indemnity Agreement with Mr. Kamenetzky,
a copy of which has been filed as Exhibit 10.12 to the Company's Registration
Statement on Form S-1 as filed with the Securities and Exchange Commission on
June 23, 2021.
There is no arrangement or understanding between Mr. Kamenetzky and any other
persons pursuant to which Mr. Kamenetzky was appointed as a director.
Furthermore, there are no transactions between Mr. Kamenetzky and the Company
that would be required to be reported under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated May 2 6 , 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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