Current Report Filing (8-k)
April 30 2019 - 8:02AM
Edgar (US Regulatory)
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): April 29, 2019
EverQuote, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-38549
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26-3101161
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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210 Broadway
Cambridge, Massachusetts
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02139
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code:
(855) 522-3444
(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 (
see
General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 April 29, 2019, the Board of Directors (the Board) of EverQuote, Inc. (the Company) increased the authorized
number of directors constituting the Board from seven (7) to eight (8) and appointed Paul Deninger as a director to serve on the Board, effective immediately. Mr. Deninger shall serve until the Companys 2019 annual meeting of
stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Mr. Deninger will be serving on the Board as
a non-employee, independent
director. The Board has determined Mr. Deninger is an independent director under applicable U.S. Securities and Exchange Commission (SEC) and Nasdaq Marketplace Rules. Mr. Deninger will serve on the Audit Committee
of the Board.
Mr. Deninger will receive compensation for his service as
a non-employee director
in accordance with the Companys previously disclosed
non-employee
director compensation program, including annual cash retainers
for his board and committee service and annual equity grants.
There are no arrangements or understandings between Mr. Deninger and
any other persons pursuant to which he was selected as a director. Mr. Deninger has no family relationships with any of the Companys directors or executive officers. There are no transactions and no proposed transactions between
Mr. Deninger and the Company that would be required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
Mr. Deninger will enter into the Companys standard form of indemnification agreement. The form of indemnification agreement was
filed as Exhibit 10.2 to the Companys Registration Statement on
Form S-1 filed
with the SEC on June 1, 2018.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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EVERQUOTE, INC.
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Date: April 30, 2019
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By:
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/s/ David Mason
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David Mason
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General Counsel and Secretary
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