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): May 20, 2019 (May 16, 2019)

 

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Class A Common Stock, par value $0.00001 per share   SNAP   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 May 16, 2019, the board of directors appointed Derek Andersen as Chief Financial Officer and principal financial officer, effective May 20, 2019. In addition, Lara Sweet was appointed Chief People Officer and will continue to serve as Chief Accounting Officer and principal accounting officer until a replacement is named.

Mr. Andersen will have an annual salary of $500,000. In addition, Mr. Andersen was awarded a new restricted stock award for 750,000 shares of our Class A common stock subject to time-based vesting over four years. The foregoing description of Mr. Andersen’s offer letter 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.

Mr. Andersen, age 41, has served as our Vice President of Finance since July 2018. Mr. Andersen was previously employed at Amazon.com, Inc. from March 2011 to June 2018, serving in a variety of roles, most recently as Vice President of Finance supporting Amazon’s digital video business. Mr. Andersen also previously served in roles at Fox Interactive Media, including as Senior Vice President, Finance and Business Operations for IGN, and as Vice President, Finance. Mr. Andersen holds a BBA from Acadia University, an MBA from the Haas School of Business at the University of California, Berkeley, and is a CFA Charter Holder.

Mr. Andersen does not have any family relationship with any of our board of directors or any executive officer. There are no relationships or related transactions between Mr. Andersen and us that would be required to be reported.

Ms. Sweet, 44, has served as our Chief Accounting Officer since October 2017, and previously served as our Controller since June 2016. Ms. Sweet also served as our interim Chief Financial Officer from January 2019 to May 2019. From November 2014 to June 2016, Ms. Sweet served as Controller and Chief Accounting Officer at AOL, Inc., and previously served there as Vice President, Internal Audit from April 2014 to November 2014, and Vice President, Assistant Controller from August 2011 to April 2014. Ms. Sweet holds a B.S. in Accounting from George Mason University.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

  

Description

10.1    Offer Letter, by and between Snap Inc. and Derek Andersen, dated May 16, 2019.
99.1    Press Release dated May 20, 2019.

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: May 20, 2019     By:  

/s/ Michael O’Sullivan

      Michael O’Sullivan
      General Counsel

Exhibit 10.1

 

LOGO

May 16, 2019

Derek Andersen

Via email

 

Re:

Internal Change in Position

Dear Derek,

Snap Inc. (the “Company”) is pleased to offer you a change in position to the full-time, exempt position of Chief Financial Officer effective May 20, 2019 (the “Effective Date”) on the following terms:

You will work at our office located in Santa Monica, California. Of course, the Company may change your position, duties, and work location from time to time at its discretion.

You will receive an annual salary of $500,000, which will be paid biweekly, less applicable payroll deductions and tax withholdings. You will continue your same eligibility for our broad range of benefits. Keep in mind that the Company may change compensation and benefits from time to time at its discretion. The Company acknowledges that it has previously issued equity awards to you under the 2017 Equity Incentive Plan. Nothing in this letter will amend or affect the terms of those previously granted awards.

Your employment relationship with the Company continues to remain at-will. You may terminate your employment with the Company at any time and for any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate your employment at any time, with or without cause or advance notice. Your employment at -will status can only be modified in a written agreement signed by you and by an authorized officer of the Company.

This letter forms the complete and exclusive statement of your revised employment agreement with the Company. It supersedes any other agreements or promises made to you by anyone, whether oral or written. Changes in your employment terms, other than those changes expressly reserved to the Company’s discretion in this letter, require a written modification signed by an authorized officer of the Company.

Please sign and date this letter and return it to me by May 20, 2019, if you wish to accept this new opportunity under the terms described above.

Congratulations on your new role!

Sincerely,

/s/ Michael O’Sullivan

Michael O’Sullivan

General Counsel

Accepted and agreed:

/s/ Derek Andersen

Derek Andersen

Date: March 17, 2019

WWW.SNAP.COM   VISIT US: 2772 Donald Douglas Loop North, Santa Monica, California 90405   MAIL US: 3000 31 ST Street, Santa Monica, California 90405

Exhibit 99.1

Snap Appoints Chief Financial Officer and Chief People Officer

Derek Andersen Appointed Chief Financial Officer; Lara Sweet Appointed Chief People Officer

SANTA MONICA, CALIF. — (May 20, 2019) — Snap Inc. (NYSE: SNAP) today announced the appointment of Derek Andersen, currently Snap’s Vice President of Finance, as Chief Financial Officer. Mr. Andersen will take over the responsibilities of interim CFO Lara Sweet and report to CEO Evan Spiegel.

Snap also announced the appointment of Lara Sweet as Chief People Officer. In this new role, Ms. Sweet will oversee Snap’s global talent acquisition and management strategies and processes, human resource functions and the overall team experience. She will report to Mr. Spiegel in this capacity, and continue as Chief Accounting Officer until a replacement is named. Both appointments are effective immediately.

“I am thrilled to announce the promotions of Derek and Lara, which reflect their strengths as leaders,” Mr. Spiegel said. “Derek has played a critical role in building our finance function since joining Snap almost a year ago, as well as leading our cost efficiency initiatives and strategic planning processes. We’re confident that Derek brings important stability to this vital role, given his strong financial expertise and impressive accomplishments working together with our teams.”

Mr. Spiegel continued, “Lara has provided seamless continuity throughout the transitions in our finance team. I’ve long admired Lara’s approach to building culture and managing talent, so when she asked me for the opportunity to focus on People I was thrilled for her to step into this role. We are excited to see her lead our people-focused initiatives, which will emphasize Snap’s talent as a core advantage for our business. I am confident that with Derek and Lara’s leadership in these key functions, we will continue to execute against our long-term vision.”

Mr. Andersen said, “I am honored to play a deeper role in ensuring that Snap is best positioned to create value for our community, partners, and investors over the long term. I look forward to continuing to work with our talented finance team and helping drive us along our path towards break-even.”

Ms. Sweet said, “Since assuming the role of interim CFO near the beginning of this year, I have also taken on the responsibilities of managing our People teams. I am excited to have the opportunity to focus full-time on this critical area of our business, and to help foster a culture and team at Snap that will enable our continued success.”

Derek Andersen Biography

Mr. Andersen has served as Snap’s Vice President of Finance since July 2018. During his tenure at Snap, Mr. Andersen has played an important role in spearheading the development and implementation of best practices across Snap’s finance and reporting functions. Mr. Andersen was previously employed at Amazon.com, Inc., serving in a variety of roles over seven years, most recently as Vice President of Finance supporting Amazon’s digital video business. Mr. Andersen also previously served in roles at Fox Interactive Media, including as Senior Vice President, Finance and Business Operations for IGN, and as Vice President, Finance.

Mr. Andersen holds a BBA from Acadia University, an MBA from the Haas School of Business at the University of California, Berkeley, and is a CFA Charter Holder.

Lara Sweet Biography

Ms. Sweet joined Snap in 2016 and has served multiple roles in the company’s finance organization, including interim CFO, Chief Accounting Officer, and Vice President, Controller. During her tenure as

interim CFO, Ms. Sweet managed the day to day operations of the finance, accounting, and people teams. Prior to joining Snap, Ms. Sweet served as Controller and Chief Accounting Officer at AOL, Inc., and previously served as Vice President, Internal Audit, and Vice President, Controller. She has also held the positions of Senior Director, External Reporting at Freddie Mac and Manager, Internal Audit at Marriott International.

Ms. Sweet holds a BS in Accounting from George Mason University.

About Snap Inc.

Snap Inc. is a camera company. We believe that reinventing the camera represents our greatest opportunity to improve the way people live and communicate. We contribute to human progress by empowering people to express themselves, live in the moment, learn about the world, and have fun together. For more information, visit snap.com.

Investors and Analysts:

ir@snap.com

Media:

Julie Henderson, Snap Inc.

jhenderson@snap.com

Abi Genis, Sard Verbinnen

agenis@sardverb.com

Hayley Fahey, Sard Verbinnen

hfahey@sardverb.com