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): March 13, 2020 (March 12, 2020)

SNAP INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-38017	45-5452795
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2772 Donald Douglas Loop North, Santa Monica, California		90405
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (310) 399-3339

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:

☐	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(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.00001 per share	SNAP	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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 12, 2020, our board of directors approved an increase to the size of the board from nine to ten members and appointed Kelly Coffey to fill the newly created vacancy, both to be effective on May 18, 2020. Ms. Coffey 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) her death, resignation, or removal. Ms. Coffey has not been appointed to serve on any committees of the board of directors.

Ms. Coffey, age 54, has served as Chief Executive Officer at City National Bank, a subsidiary of the Royal Bank of Canada (RBC), since February 2019. Prior to joining City National Bank, Ms. Coffey worked at J.P. Morgan, most recently serving as the Chief Executive Officer of J.P. Morgan’s U.S. Private Bank. Ms. Coffey holds an MS in Foreign Service from Georgetown University and a BA in International Affairs & French from Lafayette College.

There are no family relationships between Ms. Coffey and any of our directors or executive officers, and she 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 Ms. Coffey and any other persons or entities pursuant to which Ms. Coffey was appointed as a director.

Ms. Coffey 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 March 13, 2020.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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: March 13, 2020	By:	/s/ Michael O’Sullivan
		Michael O’Sullivan
		General Counsel

2

EX-99.1

Exhibit 99.1

Kelly Coffey To Join Snap Inc. Board of Directors

SANTA MONICA, CALIF. — (March 13, 2020) — Snap Inc. (NYSE: SNAP) announced today that Kelly Coffey, Chief Executive Officer of City National Bank, a subsidiary of the Royal Bank of Canada (RBC), has been appointed to the company's board of directors, effective on May 18, 2020.

Evan Spiegel, co-founder and Chief Executive Officer of Snap Inc., said: “As a business leader and finance executive, Kelly brings valuable experience and a constructive perspective to the Snap board. We look forward to benefiting from her expertise as we execute on our strategy over the years to come.”

“We look forward to drawing upon Kelly’s deep experience and leadership skills,” said Michael Lynton, Chairman of the board of directors of Snap Inc. “Kelly will provide new insights and perspectives that complement the board’s existing experiences and backgrounds.”  

“I’m thrilled to join Snap as its team rapidly innovates and builds a sustainable business for the long-term,” said Coffey. “Snap has substantial opportunities ahead, and I look forward to working with them to realize their vision.”

Ms. Coffey has served as Chief Executive Officer at City National Bank since February 2019. Prior to joining City National Bank, Ms. Coffey worked at J.P. Morgan, most recently serving as the Chief Executive Officer of J.P. Morgan’s U.S. Private Bank. Ms. Coffey holds an MS in Foreign Service from Georgetown University and a BA in International Affairs & French from Lafayette College.

About Snap Inc.

Snap Inc. is a camera company. We believe that reinventing the camera represents our greatest opportunity to improve the way people live and communicate. We contribute to human progress by empowering people to express themselves, live in the moment, learn about the world, and have fun together. For more information, visit snap.com.

Investors and Analysts:

ir@snap.com

Press:

press@snap.com

XML

Document And Entity Information	Mar. 12, 2020
Document And Entity Information [Abstract]
Entity Registrant Name	SNAP INC
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0001564408
Document Period End Date	Mar. 12, 2020
Entity Emerging Growth Company	false
Entity File Number	001-38017
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	45-5452795
Entity Address, Address Line One	2772 Donald Douglas Loop North
Entity Address, City or Town	Santa Monica
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90405
City Area Code	(310)
Local Phone Number	399-3339
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of each class	Class A Common Stock, par value $0.00001 per share
Trading Symbol	SNAP
Name of each exchange on which registered	NYSE