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)
April 5, 2021 (
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
On October 13, 2020, Shift Technologies, Inc. (the “Company”) and Shift Platform, Inc., a wholly-owned subsidiary of the Company, entered into Employment Agreements (the “Employment Agreements”) with each of George Arison and Toby Russell, co-Chief Executive Officers of the Company (the “Executives”). On February 2, 2021, in accordance with the terms of the Employment Agreements, the Company granted to each of the Executives a one-time equity award of 3,044,272 restricted stock units (“RSUs”).
Section 5(c) of the Shift Technologies, Inc. 2020 Omnibus Equity Compensation Plan (the “Omnibus Plan”) provided that the maximum aggregate number of shares of the Company’s class A common stock with respect to which all grants, other than dividend equivalents, may be made under the Omnibus Plan to any individual during any calendar year is 2,000,000. On March 31, 2021, the Company’s Board of Directors approved an amendment to the Omnibus Plan (the “Omnibus Plan Amendment”) to provide that such individual share limit shall not apply to grants made to fulfill any agreement by and between the Company and an employee that was entered into on or about October 13, 2020. No other provision of the Omnibus Plan was amended. A copy of the Omnibus Plan Amendment is attached hereto as Exhibit 10.1 and is hereby incorporated by reference.
In order to address any applicable non-compliance with the Omnibus Plan, on April 5, 2021 the Company and each of the Executives entered into an amendment to the respective RSU grant agreement to cancel the grant of 1,044,272 unvested RSUs in each such RSU grant agreement. Copies of the RSU grant agreement amendments are attached hereto as Exhibit 10.2 and Exhibit 10.3, respectively, and are hereby incorporated by reference.
On April 5, 2021, following the adoption of the Omnibus Plan Amendment, the Company entered into an award agreement with each of the Executives with respect to a grant of 1,044,272 RSUs. The RSUs granted pursuant to the RSU grant agreements have identical vesting terms to the RSUs cancelled pursuant to the RSU grant amendments. Copies of the RSU grant agreements are attached hereto as Exhibit 10.4 and Exhibit 10.5 and are hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
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SIGNATURE
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.
| SHIFT TECHNOLOGIES, INC. | ||
| Dated: April 5, 2021 | /s/ George Arison | |
| Name: | George Arison | |
| Title: | Co-Chief Executive Officer and Chairman | |
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