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): May 27, 2021

_________________________

Pinterest, Inc.

(Exact Name of Registrant as Specified in its Charter) 

_________________________

Delaware	001-38872	26-3607129
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

505 Brannan Street

San Francisco, California 94107

(Address of principal executive offices, including zip code)

(415) 762-7100

(Registrant’s telephone number, including area code)

Not Applicable

(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 (see General Instruction A.2. below):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, $0.00001 par value	PINS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ((§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐  

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 27, 2021, Pinterest, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on the following proposals:

1.To elect the three Class II nominees for director named in the proxy statement to hold office until the 2024 annual meeting and until their successors have been duly elected and qualified, or until their office is otherwise vacated.

2.To ratify the audit committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year 2021.

3.To approve, on an advisory non-binding basis, the compensation of the Company's named executive officers.

Holders of the shares of Class A common stock were entitled to one vote per share held as of the close of business on April 1, 2021 (the “Record Date”) and holders of the shares of Class B common stock were entitled to 20 votes per share held as of the Record Date. Holders of the shares of Class A common stock and holders of the shares of Class B common stock voted together as a single class on all matters submitted to a vote of stockholders at the Annual Meeting. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.

1.Election of directors

Nominee	For	Against	Abstain	Broker Non-Votes
Fredric Reynolds	1,745,946,817	91,244,380	517,728	71,138,115
Evan Sharp	1,742,244,798	95,017,455	446,672	71,138,115
Andrea Wishom	1,834,706,878	2,539,095	462,952	71,138,115

Based on the votes set forth above, each director nominee was duly elected to serve until the 2024 annual meeting of stockholders and until their successor is duly elected and qualified.

2. Ratification of appointment of independent registered public accounting firm

For	Against	Abstain
1,906,211,460	2,126,521	509,059

Based on the votes set forth above, the stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.

3. Approval, on an advisory non-binding basis, of the compensation of the Company's named executive officers

For	Against	Abstain	Broker Non-Votes
1,814,980,910	22,249,346	478,669	71,138,115

In accordance with the votes set forth above, the stockholders approved, on an advisory non-binding basis, the compensation of the Company’s named executive officers.

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.

	PINTEREST, INC.
Date: June 2, 2021	By:	/s/ Christine Flores
		Christine Flores
		General Counsel and Corporate Secretary

XML

Cover Page	Feb. 04, 2021
Cover [Abstract]
Entity Central Index Key	0001506293
Amendment Flag	false
Document Type	8-K
Document Period End Date	May 27, 2021
Entity Registrant Name	Pinterest, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38872
Entity Tax Identification Number	26-3607129
Entity Address, Address Line One	505 Brannan Street
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94107
City Area Code	415
Local Phone Number	762-7100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.00001 par value
Trading Symbol	PINS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false