Form 8-K - Current report

BUMBLE INC.

Date: October 2, 2023

/s/ Laura Franco

Laura Franco

Chief Legal and Compliance Officer

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): September 29, 2023

Bumble Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40054

85-3604367

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


1105 West 41^st Street, Austin, Texas		78756
(Address of principal executive offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (512) 696-1409

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

Name of each exchange

on which registered

Class A Common Stock, par value $0.01 per share

BMBL

The Nasdaq Stock Market LLC

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.

(d) On September 29, 2023, the Board of Directors (the “Board”) of Bumble Inc. (the “Company” or “Bumble”) increased the size of the Board from 10 to 11 directors and appointed Sissie L. Hsiao to the Board, effective October 2, 2023. Ms. Hsiao will serve as a Class II director with a term expiring at the Company’s annual meeting of stockholders to be held in 2026.

The Board has determined that Ms. Hsiao is an independent director as defined by applicable rules of The Nasdaq Stock Market LLC and the Company’s independence guidelines, as set forth in its Corporate Governance Guidelines. Ms. Hsiao has not been named to any committees of the Board at this time.

Consistent with the Company’s other non-employee directors (other than directors employed by Blackstone Inc. and its affiliates), Ms. Hsiao will be eligible to receive compensation for her service on the Board pursuant to the Company’s non-employee director compensation policy (the “Director Compensation Policy”). Pursuant to the Director Compensation Policy, eligible directors (including Ms. Hsiao) receive an annual cash retainer of $75,000 and an annual equity retainer of $250,000, in each case prorated for the applicable dates of service. The Director Compensation Policy was revised on September 29, 2023 to also include, and Ms. Hsiao received, a one-time initial grant of restricted stock units with a grant date value of $250,000 that will vest over three years. The revised Director Compensation Policy will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023.

In connection with her appointment, Ms. Hsiao will enter into the Company’s standard form indemnification agreement for directors and officers.

There are no arrangements or understandings between Ms. Hsiao and any other person pursuant to which Ms. Hsiao was selected to serve as a director. Ms. Hsiao has no family relationship with any director or executive officer of the Company, 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.

Bumble’s press release announcing Ms. Hsiao’s appointment to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

99.1		Press release of Bumble Inc. dated October 2, 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 hereunto duly authorized.

Exhibit 99.1

LOGO

Veteran Tech Exec Sissie Hsiao joins Bumble Inc. Board of Directors

AUSTIN, Texas, October 2, 2023 - Bumble Inc. (NASDAQ: BMBL) today announced that Sissie Hsiao, Vice President and General Manager for Google Assistant and Bard, has been appointed to the Company’s Board of Directors. Ms. Hsiao brings decades of experience with Google and Microsoft, leading innovative and diverse teams around the world and developing cutting edge technologies and products.

In her current role at Google, Ms. Hsiao is the Vice President and General Manager of Google Assistant and Bard (since April 2021), leading many of Google’s advancements applying AI, natural language, and speech technologies to consumer products. Prior to this role, she was responsible as Vice President and General Manager for Google’s Display, Video, and App Advertising businesses (2012-2021). She also led product development of Google Analytics and Google Slides (2006-2012). Ms. Hsiao’s career started at Microsoft, where she was responsible for graphics technologies within the Microsoft Office suite (2000-2006).

“Sissie is one of tech’s true visionary leaders whose impact has been both transformative and inspiring to me and many others,” said Whitney Wolfe Herd, Founder and CEO of Bumble Inc. “We firmly believe the future of love, friendship and Kind Connections will be anchored in technological innovation and the addition of Sissie’s expertise and leadership, and our ongoing investment in new and emerging technologies, will enable us to serve our customers and expand our brands in new and exciting ways.”

“What Whitney and Bumble have built in less than a decade is remarkable and the mission to harness technology to build for women first is one that resonates with me in a powerful way,” added Ms. Hsiao. “I’m honored to join an already esteemed Board of Directors and partner with Whitney and Bumble.”

Ms. Hsiao currently resides in the San Francisco Bay Area and holds a B.S. in Electrical Engineering and Computer Science from UC Berkeley.

About Bumble Inc.

Bumble Inc. is the parent company of Bumble, Bumble for Friends, Badoo, Fruitz and Official. The Bumble platform enables people to build healthy and equitable relationships, through Kind Connections. Founded by CEO Whitney Wolfe Herd in 2014, Bumble was one of the first dating apps built with women at the center and connects people across dating (Bumble Date), friendship (Bumble For Friends) and professional networking (Bumble Bizz). Badoo, which was founded in 2006, is one of the pioneers of web and mobile dating products. Fruitz, founded in 2017, encourages open and honest communication of dating intentions through playful fruit metaphors. Official is an app for couples that promotes open and honest communication between partners and was founded in 2020.

For more information about Bumble, please visit www.bumble.com and follow @Bumble on social platforms.

Investor Contact

ir@team.bumble.com

Media Contact

press@team.bumble.com

Source: Bumble Inc.

Document and Entity Information	Sep. 29, 2023
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001830043
Document Type	8-K
Document Period End Date	Sep. 29, 2023
Entity Registrant Name	Bumble Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-40054
Entity Tax Identification Number	85-3604367
Entity Address, Address Line One	1105 West 41st Street
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78756
City Area Code	(512)
Local Phone Number	696-1409
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A Common Stock, par value $0.01 per share
Trading Symbol	BMBL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false