Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Elizabeth Huebner to Board of Directors
On January 3, 2020, upon the recommendation of the Nominating and Corporate
Governance Committee, the Board of Directors (the "Board") of Blue Apron
Holdings, Inc. (the "Company") appointed Elizabeth Huebner as a member of the
Board. Ms. Huebner was appointed to serve in Class III with a term expiring at
the Company's 2020 annual meeting of stockholders and until her successor is
duly elected and qualified, or until her earlier death, resignation or removal.
The Board appointed Ms. Huebner to fill one of two vacancies on the Board. The
Board expects to appoint Ms. Huebner to one or more committees of the Board at a
later date. The Company will provide the foregoing information by filing an
amendment to this Current Report on Form 8-K after the information is determined
or becomes available.
Ms. Huebner will receive compensation for her service as a non-employee director
in accordance with the Company's non-employee director compensation policy, as
described in the proxy statement relating to the Company's 2019 annual meeting
of stockholders as filed with the Securities and Exchange Commission (the "SEC")
on April 29, 2019.
The Company and Ms. Huebner also have entered into the Company's standard form
of indemnification agreement, a copy of which was filed with the SEC on June 19,
2017 as Exhibit 10.2 to the Registration Statement on Form S-1.
There are no family relationships between Ms. Huebner and any of the Company's
directors or executive officers and Ms. Huebner does not have any direct or
indirect material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K as promulgated under the Securities Exchange
Act of 1934, as amended. There were no arrangements or understandings by which
Ms. Huebner was named a director.
Resignation of Robert P. Goodman from Board of Directors
On December 31, 2019, Robert P. Goodman resigned as a director of the Company.
Mr. Goodman's resignation is not the result of any dispute or disagreement with
the Company, the Company's management or the Board on any matter relating to the
operations, policies or practices of the Company.
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