Item 2.02 - Results of Operations and Financial Condition
On December 4, 2019, Slack Technologies, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended October 31, 2019. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information furnished under this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 2, 2019, Chamath Palihapitiya notified the Company’s board of directors (the “Board”) of his intention to resign from his position as a Class II director, effective as of December 4, 2019. Mr. Palihapitiya’s decision to resign is not because of a disagreement on any matter relating to the Company's operations, policies, or practices. Mr. Palihapitiya did not serve on any committees of the Board at the time of his resignation.
On December 3, 2019, the Board appointed Michael M. McNamara to the Board as a Class II director, effective as of December 4, 2019. Mr. McNamara was appointed to fill the vacancy on the Board created by Mr. Palihapitiya’s resignation. The Board expects to appoint Mr. McNamara to serve as a member of one or more committees of the Board at a later date.
As a non-employee director, Mr. McNamara will be compensated for his services in the manner described in the Company’s current Non-Employee Director Compensation Policy. The Company has also entered into its standard form of Indemnification Agreement with Mr. McNamara in connection with his appointment to the Board.
There are no arrangements or understandings between Mr. McNamara, on the one hand, and any other persons, on the other hand, pursuant to which Mr. McNamara was selected as a director. Mr. McNamara has no family relationship with any director or executive officer of the Company. Furthermore, there are no transactions between Mr. McNamara and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
On December 4, 2019, the Company issued a press release announcing the resignation of Mr. Palihapitiya and the appointment of Mr. McNamara to the Board. A copy of this press release is furnished as Exhibit 99.2 to this report on Form 8-K.