UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 18, 2023 (
(Exact name of Registrant as Specified in Its Charter)
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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 September 14, 2023, our board of directors approved an increase to the size of the board from nine to ten members and appointed Patrick Spence to fill the newly created vacancy. Mr. Spence will serve until the earlier of (a) the next annual meeting of our stockholders, (b) the effectiveness of the next action by written consent of stockholders in lieu of an annual meeting, and (c) his death, resignation, or removal. Mr. Spence has not been appointed to serve on any committees of the board of directors.
Mr. Spence, age 49, has served as the Chief Executive Officer and member of the board of directors of Sonos, Inc. since January 2017, as its President since July 2016, and as its Chief Commercial Officer from June 2012 to June 2016. Prior to joining Sonos, Inc., Mr. Spence spent 14 years at Research In Motion Limited, a consumer electronics company and the developer of the BlackBerry device, in a variety of senior roles, including most recently serving as the Senior Vice President and the Managing Director of Global Sales and Regional Marketing from August 2011 until June 2012. Mr. Spence holds a BA in business administration from the Ivey Business School at the University of Western Ontario.
There are no family relationships between Mr. Spence and any of our directors or executive officers, 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. Further, there is no arrangement or understanding between Mr. Spence and any other persons or entities pursuant to which Mr. Spence was appointed as a director.
Mr. Spence will be compensated as a member of our board of directors under the terms of our Non-Employee Director Compensation Policy.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press release dated September 18, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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 thereunto duly authorized.
| SNAP INC. | ||||||
| Date: September 18, 2023 | By: | /s/ Michael O’Sullivan | ||||
| Michael O’Sullivan | ||||||
| General Counsel | ||||||