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 30, 2020
Blue Apron Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-38134 | 81-4777373 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
28 Liberty Street
New York, New York |
10005 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(347) 719-4312
(Registrant’s telephone number, including area code)
N/A
(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):
| ¨ | 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 Exchange on Which Registered | ||
| Class A Common Stock, $0.0001 par value per share | APRN | New York Stock Exchange 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 x
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 30, 2020, the board of directors of Blue Apron Holdings, Inc. (the “Company”) appointed Randy J. Greben as the Company’s Chief Financial Officer and Treasurer, effective as of the commencement of Mr. Greben’s employment with Blue Apron, LLC (“Blue Apron”), which is expected to be January 6, 2021. Mr. Greben will serve as the Company’s principal financial officer and principal accounting officer.
Mr. Greben, 43, served as Senior Vice President, Chief Financial Officer of ANN, Inc., an American clothing retailer and a subsidiary of Ascena Retail Group, Inc., from March 2017 to December 2019. From May 2013 to March 2017, Mr. Greben served first as Chief Financial Officer and then as Chief Financial Officer and General Manager of Quidsi, Inc., an e-commerce platform that operated shopping service websites and which was a subsidiary of Amazon.com. Mr. Greben holds a bachelor of science in hotel and restaurant administration from Cornell University and a master of business administration from the University of California, Irvine - Paul Merage School of Business.
Pursuant to the terms of his employment offer letter with Blue Apron (the “Offer Letter”), Mr. Greben will be entitled to the following compensation, subject to the commencement of his employment with Blue Apron and, as applicable, approval by the compensation committee of the Company’s board of directors.
Base Salary. Mr. Greben’s annual base salary will be $465,000.
Bonus. Mr. Greben will be eligible to receive a discretionary annual performance-based target cash bonus equal to 75% of his annual base salary, based on achievement of certain Company and individual performance goals.
Equity Compensation. In connection with his appointment, and in lieu of any 2021 grant that Mr. Greben may otherwise have been eligible for, the Company will grant Mr. Greben a restricted stock unit award (the “New Hire Award”) under the Company’s 2017 Equity Incentive Plan (the “Plan”) for such number of shares of the Company’s Class A Common Stock, par value $0.0001 per share, representing a target value of $600,000. The New Hire Award will be scheduled to vest over four years. The New Hire Award will be subject to the terms set forth in the Offer Letter, the Plan and the applicable award agreement, including the vesting schedule.
Termination of Employment and Payments. In connection with his appointment, Mr. Greben will be a “Covered Employee” under the Company’s Executive Severance Benefits Plan (the “Severance Plan”), which was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q on May 3, 2018 and is described under “Executive Compensation—Potential Payments Upon Termination or Change in Control” in the Company’s definitive proxy statement for the 2020 annual meeting of stockholders filed with the U.S. Securities and Exchange Commission on April 29, 2020.
In addition to the benefits provided under the Severance Plan, if the Company terminates Mr. Greben’s employment without Cause or he resigns for Good Reason (each as defined in the Severance Plan) following a Change in Control (as defined in the Severance Plan), he will be eligible to receive an additional cash severance amount equal to 6 months of his base salary.
Item 7.01 Regulation FD Disclosure.
On January 4, 2021, the Company announced Mr. Greben’s appointment as Chief Financial Officer by a press release, which is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
In accordance with General Instruction B-2 of Form 8-K, the information set forth in or incorporated by reference into this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit | Description | |
| 99.1 | Press Release dated January 4, 2021 | |
| 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.
| BLUE APRON HOLDINGS, INC. |
| Date: January 4, 2021 | By: | /s/ Meredith L. Deutsch |
| Meredith L. Deutsch | ||
| General Counsel and Corporate Secretary |
Exhibit 99.1
Blue Apron Names Randy J. Greben Chief Financial Officer
Greben Brings Over Two Decades of Experience in Finance, E-Commerce Operations,
and Strategic Planning
NEW YORK, January 4, 2021 – Blue Apron Holdings, Inc. (NYSE: APRN) announced that Randy J. Greben has been named Chief Financial Officer and Treasurer, effective January 6, 2021.
Greben brings more than 20 years of finance and e-commerce operations experience to his new role, including a record of implementing strategic growth and scaling initiatives. As Chief Financial Officer, he will be responsible for Blue Apron’s financial and treasury functions, reporting to President and Chief Executive Officer Linda Findley Kozlowski.
“Randy has helped drive growth in new business operations across different sales channels, while also implementing strategies to efficiently manage business operations. We believe that his experience across direct-to-consumer, e-commerce, and the food industry will be an asset to our senior management team and finance department,” said Kozlowski. “I look forward to Randy’s contributions in 2021 as we continue to build on our 2020 progress and the execution of our growth strategy.”
Prior to joining Blue Apron, Greben was Senior Vice President, Chief Financial Officer at ANN Inc., which was a subsidiary of Ascena Retail Group, Inc. In his role, he oversaw corporate and brand finance, strategic planning, e-commerce product management, credit and loyalty programs, and several new business activations for the Ann Taylor, LOFT, and Lou & Grey brands. Greben also oversaw strategy implementation for multiple new business ventures, including the omni-channel launch for factory and outlet stores, and a next generation digital loyalty program.
Prior to ANN Inc., Greben served for approximately four years first as Chief Financial Officer and then as Chief Financial Officer and General Manager at Quidsi, which was a subsidiary of Amazon.com and a business best known for its flagship websites Diapers.com, Soap.com, and Wag.com. While there, he led approximately 1,300 associates across four locations in finance, accounting, tax, inventory management, operations, logistics, and customer care. At Quidsi, Greben helped develop a business strategy to drive growth and profitability. Prior to Quidsi, Greben served as central finance director for Tesco's U.S. venture, Fresh & Easy Neighborhood Markets, Inc., and held multiple finance roles at Taco Bell, a YUM! Brands company.
“Blue Apron has built a solid foundation and made progress against its growth strategy over the past year and a half,” said Greben. “As a fan of the brand and its mission, I am excited to work with Linda, the entire Blue Apron team, and the Board of Directors to help drive the next phase of the company’s growth strategy as it leans into product innovation, scale and marketing investment.”
Greben received a Bachelor of Science in Hotel and Restaurant Administration from Cornell University and a Master of Business Administration from the University of California, Irvine – Paul Merage School of Business.
About Blue Apron
Blue Apron’s vision is “better living through better food.” Launched in 2012, Blue Apron offers fresh, chef-designed recipes that empower home cooks to embrace their culinary curiosity and challenge their abilities to see what a difference cooking quality food can make in their lives. Through its mission to spark discovery, connection and joy through cooking, Blue Apron continuously focuses on bringing incredible recipes to their customers, while minimizing its carbon footprint, reducing food waste, and promoting diversity and inclusion.
Forward-Looking Statement
This press release includes statements concerning Blue Apron Holdings, Inc. and its future expectations, plans and prospects that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "should," "expects," "plans," “forecasts,” "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of these terms or other similar expressions. Forward-looking statements in this press release include, but are not limited to, statements relating to the Company’s plans to execute on its growth strategy. The Company’s expectations and beliefs regarding these matters may not materialize, and actual results are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Factors that could contribute to such differences include, without limitation, the company achieving its expectations with regards to its expenses and net revenue; its ability to grow adjusted EBITDA and to achieve or maintain profitability; the continued sufficiency of the company’s cash resources; the company’s need for additional financing; its ability to effectively manage expenses and cash flows, and its ability to remain in compliance with the financial and other covenants under the company’s indebtedness; its ability, including the timing and extent, to sufficiently manage costs and to fund investments in operations from cash from operations or additional financings in amounts necessary to continue to support the execution of the company’s growth strategy; its ability, including the timing and extent, to successfully execute the company’s growth strategy, cost-effectively attract new customers and retain existing customers, continue to expand its direct-to-consumer product offerings and continue to benefit from the implementation of operational efficiency practices; its ability to sustain the increased demand resulting from the COVID-19 pandemic and to retain new customers; any material and adverse impact of the COVID-19 pandemic on the company’s operations and results, including as a result of the company’s inability to meet demand due to loss of adequate labor, whether as a result of heightened absenteeism or challenges in recruiting and retention or otherwise, prolonged closures, or series of temporary closures, of one or more fulfillment centers and supply chain or carrier interruptions or delays; changes in consumer behaviors that could lead to declines in demand, both as COVID-19 related restrictions continue to be lifted to varying degrees across the United States, and/or consumer fears dissipate, and/or as a result of the COVID-19 pandemic’s impact on financial markets and economic conditions, including on consumer spending habits; achieving its expectations regarding the benefits and expected costs and charges associated with temporarily reopening its Arlington fulfillment center; its ability to maintain and grow the value of the company’s brand and reputation; its expectations regarding, and the stability of, its supply chain, including potential shortages or interruptions in the supply or delivery of ingredients, as a result of COVID-19 or otherwise; its ability to maintain food safety and prevent food-borne illness incidents and its susceptibility to supplier-initiated recalls; its ability to accommodate general changes in consumer tastes and preferences or in consumer spending; its ability to effectively compete; its ability to attract and retain qualified employees and key personnel in sufficient numbers; its ability to comply with modified or new laws and regulations applying to its business; risks resulting from its vulnerability to adverse weather conditions, natural disasters and public health crises, including pandemics; its ability to obtain and maintain intellectual property protection; and other risks more fully described in the company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 filed with the Securities and Exchange Commission (“SEC”) on October 29, 2020, and in other filings that the company may make with the SEC in the future. The company assumes no obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise.
Contacts for Blue Apron
Investor Contact
investor.relations@blueapron.com
Joseph Jaffoni, Richard Land, James Leahy
JCIR
aprn@jcir.com or 212-835-8500
Media Contact
Muriel Lussier
Blue Apron
muriel.lussier@blueapron.com