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): September 10, 2018 (September 6, 2018)

 

 

SNAP INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-38017   45-5452795

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

2772 Donald Douglas Loop North

Santa Monica, California

    90405
(Address of Principal Executive Offices)     (Zip Code)

(310) 399-3339

(Registrant’s Telephone Number, Including Area Code)

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))

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 September 6, 2018, Imran Khan, our Chief Strategy Officer, notified us that he will leave Snap to pursue other opportunities. Mr. Khan will continue to serve as Chief Strategy Officer for an interim period to assist with an effective transition of his duties and responsibilities. Mr. Khan’s last day has not been determined.

“Imran has been a great partner building our business. We appreciate all of his hard work and wish him the best” said Evan Spiegel, Chief Executive Officer.

“There is never a perfect time to say goodbye, but we have a stellar leadership team in place to guide Snap through the next chapter, and I plan to stay on to ensure a very smooth transition” said Mr. Khan.

On September 9, 2018, we entered into a transition agreement with Mr. Khan. Mr. Khan has confirmed that this transition is not related to any disagreement with us on any matter relating to our accounting, strategy, management, operations, policies, or practices (financial or otherwise). The foregoing description of Mr. Khan’s transition agreement is qualified in its entirety by reference to the full text of the agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

  

Description

10.1    Transition Agreement, by and between Snap Inc. and Imran Khan, dated September 9, 2018.

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 thereunto duly authorized.

 

    SNAP INC.
Date: September 10, 2018     By:   /s/ Michael O’Sullivan
        Michael O’Sullivan
        General Counsel

Exhibit 10.1

 

LOGO

September 9, 2018

Via Email

Imran Khan

Re: Transition Agreement

Dear Imran,

This letter outlines the terms of your voluntary resignation from Snap Inc. (“ Snap ”). Snap sincerely appreciates all of your hard work in your role as Chief Strategy Officer. You helped build this company to where it is today, and we wish you success in your future endeavors.

 

  1.

While you remain at Snap, Snap will continue to pay you your base salary and you will continue vesting your unvested restricted stock units (“ RSUs ”) pursuant to the applicable RSU Agreement, in each case subject to required deductions and withholdings.

 

  2.

On your last day, Snap will calculate and accelerate the pro rata number of unvested RSUs (the “ Accelerated Shares ”) for each day worked after your most recent vesting date as of your last day, provided that you continue to comply with your Employee Confidential Information and Inventions Assignment Agreement signed on December 5, 2014, and the applicable RSU agreements. The remaining unvested RSUs will be forfeited. Subject to Board approval, the Accelerated Shares will be delivered in the next month’s scheduled settlement date following your last day.

 

  3.

You confirm that this transition is not related to any disagreement with Snap on any matter relating to Snap’s accounting, strategy, management, operations, policies, or practices (financial or otherwise).

If this Agreement is acceptable to you, please sign below and return the original to Snap.

Sincerely,

 

/s/ Mike O’Sullivan

Mike O’Sullivan

General Counsel

Snap Inc.

Accepted and agreed:

/s/ Imran Khan
Imran Khan

WWW.SNAP.COM    2772 Donald Douglas Loop North, Santa Monica, California 90405