Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d) On September 10, 2020, the Board of Directors (the "Board") of Eventbrite,
Inc. (the "Company") increased the authorized size of the Board to nine members
and, upon the recommendation of the Nominating and Corporate Governance
Committee of the Board, appointed Naomi Wheeless to serve on the Board as a
Class III director, to hold office, effective immediately, until the Company's
2021 annual meeting of stockholders and until her successor is duly elected and
qualified. The Company anticipates that Ms. Wheeless will be appointed to the
Nominating and Corporate Governance Committee of the Board at a future date.
As a non-employee director, Ms. Wheeless will be compensated for her services in
accordance with the Company's Non-Employee Director Compensation Policy as
described in the Company's definitive proxy statement for the 2020 Annual
Meeting of Stockholders, filed with the Securities and Exchange Commission (the
"SEC") on April 7, 2020. The Company will also enter into its standard form of
Indemnification Agreement with Ms. Wheeless in connection with her appointment
to the Board, the form of which was filed as Exhibit 10.11 to the Company's
Registration Statement on Form S-1, filed with the SEC on August 23, 2018.
Item 7.01 Regulation FD Disclosure.
On September 14, 2020, the Company issued a press release announcing the
appointment of Ms. Wheeless to the Board. A copy of this press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
The information furnished pursuant to Item 7.01 of this Current Report on Form
8-K, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference into any other filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as expressly set
forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release, dated September 14, 2020.
104 Cover Page Interactive File (the cover page tags are embedded within
the Inline XBRL document)
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, including
but not limited to statements regarding the anticipated appointment of
Ms. Wheeless to the Nominating and Corporate Governance Committee of the Board.
These forward-looking statements reflect the Company's views regarding current
expectations and projections about future events and conditions and are based on
currently available information. These forward-looking statements are not
guarantees of future performance and are subject to risks, uncertainties and
assumptions that are difficult to predict and the Risk Factors identified in the
Company's filings with the SEC, including the Company's Annual Report on 10-K
for the year ended December 31, 2019, its Quarterly Report on Form 10-Q for the
period ended March 31, 2020, its Quarterly Report on Form 10-Q for the period
ended June 30, 2020, and any subsequent Quarterly Reports on Form 10-Q;
therefore, the Company's actual results could differ materially from those
expressed, implied or forecast in any such forward-looking statements.
Expressions of future goals and expectations and similar expressions, including
"may," "will," "should," "could," "aims," "seeks," "expects," "plans,"
"anticipates," "intends," "believes," "estimates," "predicts," "potential,"
"targets" and "continue," reflecting something other than historical fact are
intended to identify forward-looking statements. Unless required
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by law, the Company undertakes no obligation to update publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise. However, readers should carefully review the reports and
documents the Company files or furnishes from time to time with the SEC,
particularly its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K.
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