Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 23, 2022, the Board of Directors (the "Board") of Dave Inc. (the
"Company") appointed Teresa L. Aragones to the Board (the "Initial Appointment
Date"). Ms. Aragones will serve as a Class I director for a term continuing
until the Company's 2025 annual meeting of stockholders and until her successor
has been duly elected and qualified, or until her earlier resignation or
removal. The Board also appointed Ms. Aragones to serve on the Nominating and
Corporate Governance Committee of the Board. The Board has affirmatively
determined that Ms. Aragones qualifies as an "independent director" under the
applicable Nasdaq Stock Market rules.
Ms. Aragones, 53, is currently a marketing advisor to several organizations. She
previously served as Chief Marketing Officer at Discord, Inc., a software
solutions company, from September 2020 to November 2021 and at Visual Supply
Company (VSCO), which provides digital editing tools and a creative community
platform, from May 2018 to April 2020. She also served in various Director-level
marketing roles at Nike, Inc. (NYSE: NKE) from March 2008 to September 2017,
most recently serving as the Senior Brand Director Global, Women's Training.
Prior to Nike, she was a Managing Partner in Digital Branding and Innovation at
David & Goliath, an advertising services company, from April 2006 to March 2008.
From July 1997 to April 2006, she served in various roles at Volkswagen Group of
America, Inc., with her latest role being Director of Media and Interactive
Marketing. Ms. Aragones started her career at D'Arcy Masius Benton & Bowles from
1992 to 1997, with her latest role being Brand Account Supervisor, Pontiac-GMC
Division. Ms. Aragones serves on the board of directors of Tilly's Inc. (NYSE:
TLYS), a destination specialty retailer of casual apparel, footwear, accessories
and hardgoods. Ms. Aragones has served as an advisor, adjunct instructor and
speaker at the College for Creative Studies since 2012, and as a member of the
Advisory Council for the Cranbrook Academy of Art since 2011. Ms. Aragones holds
a B.S. in Entrepreneurial Studies and Marketing from Babson College.
Ms. Aragones will receive compensation for Board and Board committee service in
accordance with the compensation policy for non-employee directors, prorated in
the case of cash compensation based on the Initial Appointment Date. In
addition, Ms. Aragones will enter into the Company's standard form of
indemnification agreement.
There are no arrangements or understandings between Ms. Aragones and any other
person pursuant to which she was appointed as a director of the Company, and
there is no family relationship between Ms. Aragones and any of the Company's
other directors or executive officers. In addition, Ms. Aragones does not have
an interest in any transaction that would require disclosure under Item 404(a)
of Regulation S-K promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
Item 7.01. Regulation FD Disclosure.
A copy of the press release announcing the appointment of Ms. Aragones as a
member of the Board is attached hereto as Exhibit 99.1. The information included
in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1)
shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act,
or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference into any filing made by the Company under the Exchange
Act or the Securities Act of 1933, as amended, except as expressly set forth by
specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
99.1* Press Release dated August 25, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Furnished herewith.
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