Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 23, 2022, Jeffrey Sine notified WeWork Inc. (the "Company") of his
intention to resign from the Company's Board of Directors (the "Board"),
effective immediately. The resignation is not the result of any disagreement
with the Company with respect to any matter relating to the Company's
operations, policies or practices. Mr. Sine served as chair of the Company's
Audit Committee.
Pursuant to the Stockholders Agreement dated October 20, 2021, by and among the
Company, BowX Sponsor, LLC, SVF II WW Holdings (Cayman) Limited (formerly known
as SB WW Holdings (Cayman) Limited) ("SVFWW"), SVF Endurance (Cayman) Limited
(the "Vision Fund") and Benchmark Capital Partners VII (AIV), L.P. (the
"Stockholders Agreement"), a committee of the Board comprised of those directors
not designated by SVFWW and the Vision Fund appointed Daniel Hurwitz to fill the
Board seat vacated by Mr. Sine, effective June 23, 2022. Mr. Hurwitz has also
been appointed by the Board to serve as chair of the Company's Audit Committee.
Sandeep Mathrani, the Company's Chief Executive Officer, and Bruce Dunlevie
continue to serve as the Board's Chairman and Lead Independent Director,
respectively.
Daniel Hurwitz is the Co-Founder and Chief Executive Officer of Raider Hill
Advisors, a private real estate investment and retail advisory firm, founded in
2015. Prior to founding Raider Hill Advisors, Mr. Hurwitz spent 16 years at DDR
Corp. (now known as SITE Centers) from 1999 to 2015, serving in various
executive roles including Chief Executive Officer. He currently serves as a
member of the Board of Directors of Brixmor Property Group and Ideal Dental, and
also serves as an advisor to the Board of Directors of Edens and ShopCore
Properties. Mr. Hurwitz currently serves as Chairman Emeritus of the Colgate
University Board of Trustees following his tenure as Board Chair. Previously, he
served as Vice Chair of the Board of Trustees of the Hawken School, a member of
the Board of Trustees of the Hopkins School, Chairman of the Board of Trustees
of International Council of Shopping Centers, Chair of the Leadership Board of
Cleveland Clinic Neurological Institute, and as a member of the Nareit Executive
Board of Governors and Governance Committee. He was formerly a member of the
Board of Directors of Boscov's Department Store, Inc.,CubeSmart, DDR Corp.,
General Growth Properties Inc., Rock and Roll Hall of Fame, Sonae Sierra Brasil,
S.A., and retailer Diamonds Direct. Mr. Hurwitz is a graduate of Colgate
University and the Wharton School of Business Management Program at the
University of Pennsylvania.
Item 7.01 - Regulation FD Disclosure
On June 27, 2022, the Company issued a press release announcing Mr. Sine's
resignation from, and Mr. Hurwitz's appointment to, the Board effective June 23,
2022. The full text of the press release is furnished as Exhibit 99.1 to this
Form 8-K and is incorporated by reference in this Item 7.01.
The information in this Item 7.01 of this Form 8-K and Exhibit 99.2 is being
furnished pursuant to Item 7.01 of Form 8-K and 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 in any filing made by
the Company under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be 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 June 27, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses