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 19, 2017

Square, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37622	80-0429876
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1455 Market Street, Suite 600

San Francisco, CA 94103

(Address of principal executive offices, including zip code)

(415) 375-3176

(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))

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

On July 19, 2017, the board of directors (the “Board”) of Square, Inc. (the “Company”) increased the size of the Board to nine directors and appointed Randy Garutti to the Board as a Class III director and as a member of the Nominating and Corporate Governance Committee.

Mr. Garutti, age 42, has served as Chief Executive Officer and on the board of directors of Shake Shack since April 2012. Prior to becoming Chief Executive Officer, Mr. Garutti served as Chief Operating Officer of Shake Shack since January 2010. There is no arrangement or understanding between Mr. Garutti and any other persons pursuant to which Mr. Garutti was appointed as a director. Furthermore, there are no family relationships between Mr. Garutti and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Garutti will receive the Company’s standard remuneration for non-employee directors in accordance with the Company’s Outside Director Compensation Policy, as described in the proxy statement relating to the Company’s 2017 annual meeting of stockholders. Mr. Garutti has also executed the Company’s standard form of indemnification agreement.

A copy of the press release announcing Mr. Garutti’s appointment is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated July 20, 2017.

SIGNATURES

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.

SQUARE, INC.
By:	/s/ Jason S. Gao
	Jason S. Gao Assistant Secretary

Date: July 20, 2017

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated July 20, 2017.

EX-99.1

Exhibit 99.1

Square Names Shake Shack CEO Randy Garutti to Board of Directors

SAN FRANCISCO, CA — July 20, 2017 — Today Square announced that Randy Garutti, CEO of Shake Shack, has joined its Board of Directors.

“Like Shake Shack, Square started small. It has since grown quickly but mindfully into an international public company,” said Garutti. “I’m excited to share my experience in growing and scaling a business, and I’m thrilled to learn from and advise such a dynamic and talented team.”

“Randy has successfully led Shake Shack through significant expansion, and his day-to-day, operational experience scaling a business will be a great asset to both Square and our sellers,” said Jack Dorsey, CEO of Square. “His passion for acting small while getting big is directly aligned with Square’s principles, and we’re excited to have him on the team.”

Garutti has served as Shake Shack’s Chief Executive Officer and on its board of directors since April 2012. Prior to leading Shake Shack, Garutti was the Director of Operations at Union Square Hospitality Group, working with CEO Danny Meyer for more than 17 years, overseeing operations for all USHG restaurants. In addition, Garutti served as General Manager of numerous acclaimed restaurants including Union Square Cafe and Tabla. Garutti graduated from Cornell University’s School of Hotel Administration in 1997.

Square’s Board of Directors also includes Jack Dorsey, Roelof Botha, Paul Deighton, Jim McKelvey, Mary Meeker, Ruth Simmons, Larry Summers, and David Viniar.

About Square, Inc.

Square, Inc. (NYSE:SQ) creates tools that help sellers start, run, and grow their businesses. Square enables sellers to accept card payments and also provides reporting and analytics, next-day settlement, and chargeback protection. Square’s point-of-sale software and other business services help sellers manage inventory, locations, and employees; access financing; engage customers; and grow sales. Square Cash is an easy way for businesses and individuals to send and receive money, and Caviar is a food ordering service for popular restaurants. Square was founded in 2009 and is headquartered in San Francisco, with offices in the United States, Canada, Japan, Australia, Ireland, and the UK.