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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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 21, 2022 (the “Grant Date”), the Compensation Committee (the “Committee”) of the Board of Directors of Bakkt Holdings, Inc. (the “Company”) adopted a form of Performance-Based Restricted Stock Unit Agreement (the “PSU Agreement”) under the Company’s 2021 Omnibus Employee Incentive Plan (the “Plan”). The PSU Agreement provides for the grant of performance-based restricted stock unit awards (“PSUs”) consisting of the right to receive, upon the vesting date of such PSUs, one share of Class A common stock of the Company (“Class A Common Stock”) for each vested PSU. Each PSU will vest in accordance with the schedule and/or terms (i.e. performance thresholds or metrics) determined at the time of grant, subject to the grantee’s continued employment or service through the vesting date. Each PSU Agreement will set forth the circumstances under which the vesting of a PSU will accelerate, including in the event of termination, as may be provided under the Plan or with respect to any individual grant. A copy of the PSU Agreement is filed as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the PSU Agreement is qualified in its entirety by reference to the full text of the PSU Agreement.
The Committee also previously approved the form of Restricted Stock Unit Agreement (the “RSU Agreement” and together with the PSU Agreement the “Award Agreements”) under the Plan. The RSU Agreement provides for the grant of restricted stock unit awards (“RSUs”) consisting of the right to receive, upon the vesting date of such RSUs, one share of Class A Common Stock for each vested RSU. Each RSU will vest in accordance with the schedule determined at the time of grant, subject to the grantee’s continued employment or service through the vesting date. Each RSU Agreement will set forth the circumstances under which the vesting of a RSU will accelerate, including in the event of termination, as may be provided under the Plan or with respect to any individual grant. A copy of the RSU Agreement is filed as Exhibit 10.2 and is incorporated herein by reference. The foregoing description of the RSU Agreement is qualified in its entirety by reference to the full text of the RSU Agreement.
On the Grant Date, the Committee approved the following equity compensation grants, in accordance with the applicable Award Agreement, to the listed executive officers of the Company:
| RSUs(1) | PSUs(2) | |||||||||||
| At Target | 150% of Target | |||||||||||
| Gavin Michael |
2,082,000 | 2,082,000 | 3,123,000 | |||||||||
| Marc D’Annunzio |
200,000 | 200,000 | 300,000 | |||||||||
| Andrew LaBenne |
200,000 | 200,000 | 300,000 | |||||||||
(1) Each RSU will vest, subject to the grantee’s continued employment with the Company, in three equal annual installments on the first three anniversaries of the Grant Date.
(2) The numbers included in the table reflect the aggregate number of shares of Class A common stock that may be issuable to the grantee based on a “target” performance. The actual number of shares will vary between and 0% and 150% of the target amount. The PSUs provide a scale for the number of shares of Class A common stock issuable to the grantee based (i) 50% on the Company’s net revenue and (ii) 50% on the Company’s transacting accounts, in each case, during the applicable performance period, pursuant to which, in each case, the grantee may earn between 0% of the “target” award (if the Company’s net revenue or transacting accounts, as applicable, achieved with respect to such performance period is below 25% of the “target” performance goal) and 150% of the target award (if the performance level achieved with respect to such performance period equals or exceeds 150% of the “target” performance goal). The performance periods for the PSUs are the years ending December 31, 2022, 2023 and 2024. One-third of the PSUs will be determined based on the performance for each year in the performance period.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Form of Performance-Based Restricted Stock Unit Award Agreement | |
| 10.2 | Form of Restricted Stock Unit Award Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
4
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.
Dated: January 26, 2022
| BAKKT HOLDINGS, INC. | ||||
| By: | /s/ Marc D’Annunzio | |||
| Name: | Marc D’Annunzio | |||
| Title: | General Counsel and Secretary | |||