Form 8-K - Current report

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): December 22, 2023

Compass, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-40291

30-0751604

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)


110 Fifth Avenue New York, New York						10011
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: (212) 913-9058

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 (see General Instructions A.2. below):


☐			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, $0.00001 par value per share

COMP

The New York Stock Exchange

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.

On December 22, 2023, the Board of Directors (the “Board”) of Compass, Inc. (the “Company”), based upon a recommendation of the Compensation Committee of the Board (the “Compensation Committee”), and in consultation with the independent compensation consultant retained by the Compensation Committee, Semler Brossy Consulting Group, LLC (“Semler Brossy”), adjusted the compensation of the Company’s Chief Executive Officer, Robert Reffkin, as follows:

With the objective of providing market-based CEO compensation the Board approved certain actions. In connection with these actions, Mr. Reffkin agreed to the forfeiture of both of his previously granted and outstanding performance based RSU awards, which reflect 17,223,620 shares in total and remaining stock-based compensation value of approximately $25 million. In turn, the Company granted Mr. Reffkin a discretionary performance-based cash award in the amount of $7,000,000 under the Company’s Executive Bonus Plan (the “Bonus Plan”) which would be repaid in the event Mr. Reffkin were to leave the Company or be discharged for cause. The repayment obligation will lapse over a two-year period in equal quarterly tranches. Mr. Reffkin’s base salary was adjusted to $900,000 per year beginning January 1, 2024 with an adjusted target bonus for 2024.

In addition, by written consent dated as of December 27, 2023, based upon a recommendation of the Compensation Committee, and in consultation with Semler Brossy, the Board awarded Mr. Reffkin restricted stock units (“RSUs”) covering a number of shares of the Company’s common stock equal to $2,250,000 in annual vesting multiplied by four years divided by the average closing price per share of the Common Stock over the 30 trading day period preceding January 1, 2024. The RSUs will vest annually over a four-year period commencing on January 1, 2024 subject to Mr. Reffkin’s continued employment with the Company on each such vesting date. In addition, the Board also committed to grant Mr. Reffkin a grant of equal value, with four year annual vesting, commencing as of January 1, 2025, 12 months after the commencement of vesting of the initial grant. The Company will pay up to $25,000 of Mr. Reffkin’s legal expenses incurred in connection with these changes.

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.

COMPASS, INC.

Date: December 27, 2023

By:

/s/ Brad Serwin

Brad Serwin

General Counsel and Corporate Secretary

Cover	Dec. 22, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 22, 2023
Entity Registrant Name	Compass, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40291
Entity Tax Identification Number	30-0751604
Entity Address, Address Line One	110 Fifth Avenue
Entity Address, City or Town	New York,
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10011
Local Phone Number	913-9058
City Area Code	(212)
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, $0.00001 par value per share
Trading Symbol	COMP
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001563190
Amendment Flag	false