Form 8-K/A - Current report: [Amend]
December 29 2023 - 4:08PM
Edgar (US Regulatory)
true 0001830043 0001830043 2023-11-01 2023-11-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 1, 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 41st 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. ☐
EXPLANATORY NOTE
On November 1, 2023, the Board of Directors (the “Board”) of Bumble Inc. (the “Company”) approved a leadership succession plan pursuant to which, effective January 2, 2024 (the “Effective Date”), Lidiane Jones will become the Company’s Chief Executive Officer, and Whitney Wolfe Herd, the Company’s Founder and Chief Executive Officer, will become the Executive Chair of the Board and no longer serve in the capacity of Chief Executive Officer (the “Executive Chair Transition”). Ms. Wolfe Herd will continue to serve on the Board in her capacity as a Class III director. In connection with the Executive Chair Transition and effective as of the Effective Date, Ann Mather, the current Chair of the Board, will become Lead Director of the Board.
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)
In connection with the Executive Chair Transition, Ms. Wolfe Herd entered into a letter agreement with the Company on December 29, 2023 (the “Agreement”). Pursuant to the Agreement and upon the Effective Date, Ms. Wolfe Herd will continue to (i) receive the same annual base salary as currently in effect, (ii) be eligible to receive an annual cash bonus in accordance with the Company’s bonus plan as currently in effect, and (iii) be eligible to participate in the Company’s employee benefit plans and programs available to senior executives. Ms. Wolfe Herd’s existing equity awards will also continue to vest in accordance with their terms. In addition, for the 2024 annual grant cycle, Ms. Wolfe Herd is entitled to receive an equity grant comprised of (i) options to acquire shares of the Company with a grant date fair value of $2,500,000 and (ii) restricted stock units with a grant date fair value of $2,500,000.
The foregoing summary description of the terms of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 attached hereto and the terms of which are incorporated by reference herein.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
2
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.
|
|
|
|
|
|
|
|
|
|
|
BUMBLE INC. |
|
|
|
|
Date: December 29, 2023 |
|
|
|
By: |
|
/s/ Laura Franco |
|
|
|
|
Name: |
|
Laura Franco |
|
|
|
|
Title: |
|
Chief Legal and Compliance Officer |
3
Exhibit 10.1
December 29, 2023
Whitney Wolfe Herd
Re: Transition Letter: Executive Chair
Dear Whitney,
This letter confirms the understanding between you and Bumble Inc. (the Company) regarding the transition of leadership that will take place on
January 2, 2024 (the Transition Date).
As of the Transition Date, you will (i) cease serving as CEO of the Company; and
(ii) become Executive Chair of the Company, with such duties and responsibilities commensurate with such role and otherwise as mutually agreed between you and the Board of Directors of the Company (the Board). In addition, you will
remain a Class III Director on the Board, serving in accordance with the Companys Bylaws.
During your time as Executive Chair of the Company,
you will dedicate a meaningful portion of your time to the work of Bumble Inc. as mutually agreed by you and the Board. You may pursue new endeavors during this time subject to the terms of the Employment Agreement (as defined below), including
Schedule I hereto which replaces Schedule I to the Employment Agreement.
Your compensation for the Executive Chair role will be effective starting
January 2, 2024, as set forth below:
|
|
|
Your base salary as currently in effect |
|
|
|
Your participation in the Companys annual bonus plan, at your current target bonus amount as currently in
effect, which may be amended from time to time, and based on the achievement of certain performance objectives as approved by the Company in its sole discretion |
|
|
|
Incentive awards previously awarded continue to vest in accordance with their terms |
|
|
|
New equity award of $5M (50% RSUs, 50% options) will be granted at the same time (with the same terms) as other
senior executive grants are awarded for 2024. |
This arrangement will be reviewed annually at the same time of year as other senior
executive reviews are completed at the Company.
In addition, you will continue to be eligible to participate in the employee benefit plans and programs
of the Company applicable to senior executives generally, as may be in effect from time to time.
For the avoidance of doubt and simply for illustrative
and non-exhaustive purposes, Company does not have any ownership or other claims to any intellectual property rights arising from the ideas, projects or businesses described in Schedule II (Separate
Projects). Notwithstanding anything herein to the contrary, nothing in this letter shall limit or otherwise modify your non-competition and other restrictive covenant obligations set forth in the
Employment Agreement.
Your employment agreement dated January 29, 2020 (the Employment Agreement), shall remain
in full force and effect except as modified by this letter and the schedules hereto.
Thank you for your continued dedication and commitment to Bumble.
|
|
|
Sincerely, |
Bumble Inc. |
|
|
By: |
|
/s/ Ann Mather |
Name: Ann Mather |
Title: Chair of the Board of Directors, |
Bumble Inc. |
|
Acknowledged and Agreed: |
|
/s/ Whitney Wolfe Herd |
Whitney Wolfe Herd |
|
Date: December 29, 2023 |
v3.23.4
Document and Entity Information
|
Nov. 01, 2023 |
Cover [Abstract] |
|
Amendment Flag |
true
|
Entity Central Index Key |
0001830043
|
Document Type |
8-K/A
|
Document Period End Date |
Nov. 01, 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
|
Amendment Description |
On November 1, 2023, the Board of Directors (the “Board”) of Bumble Inc. (the “Company”) approved a leadership succession plan pursuant to which, effective January 2, 2024 (the “Effective Date”), Lidiane Jones will become the Company’s Chief Executive Officer, and Whitney Wolfe Herd, the Company’s Founder and Chief Executive Officer, will become the Executive Chair of the Board and no longer serve in the capacity of Chief Executive Officer (the “Executive Chair Transition”). Ms. Wolfe Herd will continue to serve on the Board in her capacity as a Class III director. In connection with the Executive Chair Transition and effective as of the Effective Date, Ann Mather, the current Chair of the Board, will become Lead Director of the Board.
|
X |
- DefinitionDescription of changes contained within amended document.
+ References
+ Details
Name: |
dei_AmendmentDescription |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Bumble (NASDAQ:BMBL)
Historical Stock Chart
From Apr 2024 to May 2024
Bumble (NASDAQ:BMBL)
Historical Stock Chart
From May 2023 to May 2024