S-8 1 a2024s-8withoutexhibits.htm S-8 Document

As filed with the Securities and Exchange Commission on February 28, 2024
Registration No. 333-            
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Compass, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware 30-0751604
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer
Identification No.)
110 Fifth Avenue
New York, New York 10011
(Address of principal executive offices) (Zip Code)
2021 Equity Incentive Plan
2021 Employee Stock Purchase Plan
(Full titles of the plans)
Robert Reffkin
Founder, Chairman and Chief Executive Officer
Compass, Inc.
110 Fifth Avenue
New York, New York 10011
(Name and address of agent for service)

(212) 913-9058
(Telephone number, including area code, of agent for service)
Copies to:
 
Amy Seidel
Faegre Drinker Biddle & Reath LLP
2200 Wells Fargo Center
90 S. Seventh Street
Minneapolis, Minnesota 55402
(612) 766-7000
 
Brad Serwin
General Counsel and Corporate Secretary
Compass, Inc.
110 Fifth Avenue
New York, New York 10011
(212) 913-9058





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer   
 
Accelerated filer   
Non-accelerated filer   
 
Smaller reporting company   
 
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 7(a)(2)(B) of the Securities Act.   
 
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REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement on Form S-8 (“Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) to register (a) 24,244,608 additional shares of its Class A common stock, $0.00001 par value per share (“Class A Shares”) available for issuance under the Registrant’s 2021 Equity Incentive Plan (“2021 EIP”), pursuant to the provision of the 2021 EIP providing for an automatic annual increase in the number of shares reserved for issuance and (b) 4,656,320 Class A Shares available for issuance under the Registrant’s 2021 Employee Stock Purchase Plan (“2021 ESPP”), pursuant to the provision of the 2021 ESPP providing for an automatic annual increase in the number of shares reserved for issuance.
In accordance with General Instruction E of Form S-8, and only with respect to the Class A Shares issuable under the 2021 EIP and 2021 ESPP, this Registration Statement hereby incorporates by reference the contents of the Registrant’s Registration Statements on Form S-8 filed with the Commission on April 1, 2021 (Registration No. 333-254976), March 1, 2022 (Registration No. 333-263115) and March 1, 2023 (Registration No. 333-270154), to the extent not superseded hereby.

Item 5. Interests of Named Experts and Counsel.
Not applicable.

Item 8. Exhibits.

The following exhibits are filed herewith:

Exhibit
Number
  Exhibit Description  Incorporated by Reference Filed
Herewith
  Form   File No.   Exhibit   Filing Date 
4.1
10-Q001-402913.15/13/2021
4.2
10-Q001-402913.25/13/2021

4.3
     S-1/A    333-253744    10.3    3/23/2021 

4.4
     S-1/A    333-253744    10.4    3/23/2021 

5.1
  

        
X

23.1
          X
23.2
  

        X
107
          X




SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on February 28, 2024.  
COMPASS, INC.
By:
 
/s/ Robert Reffkin
 
Robert Reffkin
 
Chairman of the Board of Directors and
Chief Executive Officer





SIGNATURES AND POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert Reffkin, Kalani Reelitz and Scott Wahlers, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments to this Registration Statement on Form S-8), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
NameTitleDate
/s/ Robert ReffkinChairman of the Board of Directors and Chief Executive OfficerFebruary 28, 2024
Robert Reffkin(Principal Executive Officer)
/s/ Kalani ReelitzChief Financial OfficerFebruary 28, 2024
Kalani Reelitz(Principal Financial Officer)
/s/ Scott WahlersChief Accounting OfficerFebruary 28, 2024
Scott Wahlers(Principal Accounting Officer)
/s/ Jeffrey HousenboldDirectorFebruary 28, 2024
Jeffrey Housenbold
/s/ Allan LeinwandDirectorFebruary 28, 2024
Allan Leinwand
/s/ Frank MartellDirectorFebruary 28, 2024
Frank Martell
/s/ Josh McCarterDirectorFebruary 28, 2024
Josh McCarter
/s/ Charles PhillipsDirectorFebruary 28, 2024
Charles Phillips
/s/ Steven SordelloDirectorFebruary 28, 2024
Steven Sordello
/s/ Pamela Thomas-GrahamDirectorFebruary 28, 2024
Pamela Thomas-Graham
/s/ Dawanna WilliamsDirectorFebruary 28, 2024
Dawanna Williams