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
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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):
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Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Exchange on Which Registered | ||
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
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 22, 2022, upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors (the “Board”) of Blue Apron Holdings, Inc. (the “Company”) appointed Beverly Carmichael as a member of the Board, effective March 23, 2022. Ms. Carmichael was appointed to serve in Class III with her term expiring at the Company’s 2023 annual meeting of stockholders and until her successor is duly elected and qualified, or until her earlier death, resignation or removal.
In connection with her appointment to the Board, the Board also appointed Ms. Carmichael to serve as a member of the Board's Compensation Committee and Nominating and Corporate Governance Committee. The Board has determined that Ms. Carmichael satisfies all applicable requirements to serve on such committees.
Ms. Carmichael will receive compensation for her service as a non-employee director in accordance with the Company’s non-employee director compensation policy, as described in the proxy statement relating to the Company’s 2021 annual meeting of stockholders as filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2021.
The Company and Ms. Carmichael will enter into the Company’s standard form of indemnification agreement, a copy of which was filed with the SEC on June 19, 2017 as Exhibit 10.2 to the Registration Statement on Form S-1.
There are no familial relationships between Ms. Carmichael and any of the Company’s directors or executive officers and Ms. Carmichael does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K as promulgated under the Securities Exchange Act of 1934, as amended. There were no arrangements or understandings by which Ms. Carmichael was named a director.
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.
| BLUE APRON HOLDINGS, INC. | ||
| Date: March 23, 2022 | By: | /s/ Meredith L. Deutsch |
| Meredith L. Deutsch | ||
| General Counsel and Corporate Secretary | ||
Cover |
Mar. 22, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Mar. 22, 2022 |
| Entity File Number | 001-38134 |
| Entity Registrant Name | Blue Apron Holdings, Inc. |
| Entity Central Index Key | 0001701114 |
| Entity Tax Identification Number | 81-4777373 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 28 Liberty Street |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10005 |
| City Area Code | 347 |
| Local Phone Number | 719-4312 |
| 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, $0.0001 par value per share |
| Trading Symbol | APRN |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |