Item 2.02 Results of Operations and Financial Condition.
On November 7, 2022, Rover Group, Inc. (the "Company") issued a press release
announcing its financial results for the quarter ended September 30, 2022. A
copy of the 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 in this Item 2.02 and Exhibit 99.1 of this Current
Report on Form 8-K shall not be deemed to be "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 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 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.
On November 3, 2022, the board of directors (the "Board") of the Company
appointed Jamie Cohen as a Class II director of the Company, effective as of
November 15, 2022 (the "Effective Date"), with an initial term expiring at the
Company's 2023 annual meeting of stockholders. Ms. Cohen was also appointed to
serve on the audit committee of the Board (the "Audit Committee") beginning on
the Effective Date. The Board has determined that Ms. Cohen satisfies the
independence criteria set forth in the Nasdaq rules and is, therefore,
independent for purposes of serving on the Board. Further, the Board has
determined that Ms. Cohen satisfies the additional independence requirements of
Nasdaq and the Exchange Act for service on the Audit Committee.
Ms. Cohen, 36, is the Chief Financial Officer of Vacasa, Inc. (NASDAQ: VCSA) and
has served in the Chief Financial Officer role since joining Vacasa in March
2021. Prior to her time at Vacasa, Ms. Cohen served as Chief Financial Officer
of Angi Inc., an online services provider, from March 2019 to March 2021, and as
an Executive Vice President from September 2017 to March 2019. She held various
leadership roles in finance and accounting at HomeAdvisor, Inc., an online home
repair services provider, from July 2011 to September 2017. Ms. Cohen holds a BS
in Mathematical Business, Economics and Marketing from Wake Forest University.
There are no arrangements or understandings between Ms. Cohen and any other
person pursuant to which Ms. Cohen was selected as a director. There are no
transactions or proposed transactions with Ms. Cohen or any member of her
immediate family required to be reported pursuant to Item 404(a) of Regulation
S-K.
In accordance with the terms of the Company's Outside Director Compensation
Policy (the "ODCP"), Ms. Cohen will be eligible to participate in the Company's
standard compensation arrangements for non-employee directors, which on the
Effective Date will consist of an initial award of restricted stock units
("RSUs") valued at $300,000 with the number of shares underlying the award based
on the trailing volume weighted average price of the Company's Class A common
stock over the 90 consecutive calendar days ending on the calendar day prior to
the Effective Date. She will also receive pursuant to the ODCP a pro rata
portion of the annual cash retainers for her service as a member of the Board
and the Audit Committee. A description of the ODCP, including the terms of the
initial RSU award and the amount of the cash compensation provided thereunder,
is included on pages 18 and 19 of the Company's proxy statement filed with the
Securities and Exchange Commission (the "SEC") on April 29, 2022.
The Company will also will enter into its standard form of indemnification
agreement with Ms. Cohen substantially in the form previously filed as Exhibit
10.17 of the Company's Annual Report on Form 10-K filed with the SEC on March
21, 2022 and incorporated herein by reference, and add her to its directors' and
officers' liability insurance policy.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit
99.1 Press Release, dated November 7, 2022.
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document).
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