8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 13, 2016

Care.com, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36269	20-5785879
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
77 Fourth Avenue, 5th Floor  Waltham, MA 02451  (Address of principal executive offices) (Zip Code)
(781) 642-5900  (Registrant’s telephone number, include area code)
N/A  (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Directors; Compensatory Arrangements of Certain Officers.

Election of Director

Joanna Rees

On July 13, 2016, the Board of Directors (the "Board") of Care.com, Inc. (the "Company") elected Joanna Rees as a director of the Company. Ms. Rees has not been, and as of the date of filing of this Current Report on Form 8-K is not expected to be, elected to any committees of the Board. Ms. Rees has been designated as a Class II director and will serve on the Board until the Company’s 2018 Annual Meeting of Stockholders, or until her successor has been duly elected and qualified.

Ms. Rees was recommended for election to the Board by the Company’s nominating and corporate governance committee, in accordance with the provisions of its charter.

There are currently no arrangements or understandings between Ms. Rees and any other person pursuant to which Ms. Rees was elected as a director. There are currently no transactions in which Ms. Rees has an interest requiring disclosure under Item 404(a) of Regulation S-K.

On July 13, 2016, in connection with her election to the Board, the Board approved a cash payment to Ms. Rees in the amount of $35,000 for her service on the Board through the end of the Company's 2016 fiscal year, with such amount to be pro-rated from the date of her election until the end of the Company's 2016 fiscal year. If Ms. Rees elects to receive her cash compensation in the form of equity in lieu of cash, she will receive an equity grant of equal value in lieu of the cash consideration. The Board also granted Ms. Rees a stock option award and a restricted stock unit award, each under the Company's 2014 Incentive Award Plan and each having a fair market value of $23,562, measured as of the date of grant.

On July 15, 2016, the Company issued a press release announcing the election of Ms. Rees to the Board. A copy of the press release is attached hereto as Exhibit 99.1.

Laela Sturdy

Pursuant to the Company's Certificate of Designations for its Convertible Preferred Stock, Series A, on July 13, 2016, the holders of Convertible Preferred Stock, Series A, of the Company elected Laela Sturdy as a director of the Company. Ms. Sturdy has not been, and as of the date of filing of this Current Report on Form 8-K is not expected to be, elected to any committees of the Board. Ms. Sturdy has been designated as a Class III director and will serve on the Board until the Company's 2019 Annual Meeting of Stockholders, or until her successor has been duly elected and qualified.

The information set forth in Item 1.01 of the Company's Current Report on Form 8-K filed on June 29, 2016 related to the Investment Agreement, dated as of June 29, 2016 (the "Investment Agreement") between the Company and Google Capital 2016, L.P. is hereby incorporated by reference into this Item 5.02.

Except as set forth in the Investment Agreement, there are no arrangements or understandings with the Company pursuant to which Ms. Sturdy was elected to the Board. There are no transactions in which Ms. Sturdy has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Consistent with the Company's other non-management directors who are affiliated with the Company's investment firm stockholders, the Company is not compensating Ms. Sturdy for her services as a director.

Item 9.01. Financial Statements and Exhibits

(d) 

Exhibit Number	Exhibit Title or Description
99.1	Press release issued by the Company on July 15, 2016

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 15, 2016	By:	/s/ Diane Musi
		Diane Musi
		General Counsel and Corporate Secretary

Exhibit Index

Exhibit Number	Exhibit Title or Description
99.1	Press release issued by the Company on July 15, 2016

EX-99.1

Exhibit 99.1

CARE.COM APPOINTS JOANNA REES TO BOARD OF DIRECTORS

Waltham, MA, July 15, 2016 -- Care.com (NYSE: CRCM), the world’s largest online destination for finding and managing family care, today announced that it has appointed Joanna Rees, a Managing Partner at West and a Senior Partner of the B Team, to its Board of Directors.

In making the announcement, Sheila Lirio Marcelo, Founder, Chairwoman and CEO of Care.com, said “We couldn’t be more thrilled to have Joanna join the Care.com Board. She has a uniquely rich background in both finance and marketing that we believe will be enormously valuable to us as we scale our services, product offerings and global footprint. In addition, Joanna’s work with the B Team clearly demonstrates that she shares our commitment to positively impacting families and caregivers around the world.”

Ms. Rees said, “Care.com is filling a huge and growing need with innovative, multi-platform offerings. I’m excited to work with Sheila and the Board and bring my experiences across finance, marketing and branding to bear in helping the company reach its goals.”

As a Managing Partner of West, a market creation company founded by the former head of marketing at Apple, Ms. Rees oversees the firm’s investment activities. She is also a Partner of the B Team, a not-for-profit initiative formed by a global group of business leaders to catalyze a better way of doing business, for the well-being of people and the planet. Most recently Ms. Rees led the formation and capital raise of Endeavor Catalyst, an impact investment fund as part of Endeavor Global.

A candidate for Mayor of San Francisco in 2011, Ms. Rees previously ran VSP Capital, a venture capital firm she founded focused on early-stage companies combining technical innovation with market development. Her prior professional experience includes finance and investment banking positions at BA Securities and boutique merchant bank, Vrolyk & Co, as well as senior marketing management positions at Danone, where she ultimately served as head of New Product Development. She began her career at DMB&B. Ms. Rees currently serves on the Boards of FICO (NYSE: FICO), Harvest Power, Prelude Fertility, Mursion and Hickies, Inc. Active in the non-profit sector, Ms. Rees serves on the National Board of Build.org and the Global Board of Endeavor.org, and engages in a variety of roles with the Aspen Institute. She holds an MBA from Columbia University and a B.S. from Duke University.

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About Care.com:

Since launching in 2007, Care.com (NYSE: CRCM) has been committed to solving the complex care challenges that impact families, caregivers, employers, and care service companies. Today, Care.com is the world’s largest online destination for finding and managing family care, with 11.0 million families and 8.6 million caregivers* across 16 countries, including the U.S., UK, Canada and parts of Western Europe, and approximately 800,000 employees of corporate clients having access to our services. Spanning child care to senior care, pet care, housekeeping and more, Care.com provides a sweeping array of services for families and caregivers to find, manage and pay for care or find employment. These include: a comprehensive suite of safety tools and resources members may use to help make more informed hiring decisions - such as third-party background check services, monitored messaging, and tips on hiring best practices; easy ways for caregivers to be paid online or via mobile app; and household payroll and tax services provided by Care.com HomePay. Care.com builds employers customized benefits packages covering child care, back up care and senior care consulting services through its Care@Work business, and serves care businesses with marketing and recruiting support. To connect families further, Care.com acquired community platforms Big Tent and Kinsights in 2013 and 2015, respectively. Headquartered in Waltham, Massachusetts, Care.com has offices in Berlin, Austin, New York City and the San Francisco Bay area.

*As of March 2016

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Contact:

Nancy Bushkin

VP, Global Public Relations & Corporate Communications

Care.com

nbushkin@care.com

781/642-5919