false 0001783879 0001783879 2023-03-10 2023-03-10

 

 

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): March 10, 2023

 

 

Robinhood Markets, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40691   46-4364776

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

85 Willow Road

Menlo Park, CA 94025

(Address of principal executive offices) (Zip Code)

(844) 428-5411

(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:

 

☐

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, $0.0001 par value per share   HOOD   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.  ☐

 

 

 

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 10, 2023, Gretchen Howard, the Chief Operating Officer of Robinhood Markets, Inc. (the “Company”), informed the Company of her desire to retire from the Company at the end of 2023. Ms. Howard will transition to an advisory role on April 3, 2023 to support certain special projects for the CEO and will remain employed with the Company until January 1, 2024. Ms. Howard and the Company have entered into a letter agreement to reflect such transition, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 – Financial Statements and Exhibits.

Exhibits

 

Exhibit
Number

   

Description

10.1    Letter agreement, dated March 15, 2023, between Gretchen Howard and Robinhood Markets, Inc.
104    Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURE

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.

 

    Robinhood Markets, Inc.
Date: March 15, 2023     By:  

/s/ Jason Warnick

    Name:   Jason Warnick
    Title:   Chief Financial Officer

Exhibit 10.1

 

LOGO

 

85 Willow Road

Menlo Park, CA 94025

www.robinhood.com

March 15, 2023

Gretchen Howard

c/o last address on file with the Company

Dear Gretchen:

This letter agreement memorializes the terms of our discussions regarding your transitional employment with Robinhood Markets, Inc. (“Robinhood” or the “Company”). From April 3, 2023 until January 1, 2024 (the “Advisory Period”), you will remain employed by the Company as a Special Advisor reporting to the Chief Executive Officer (or his designee). During the Advisory Period, you will no longer serve as an executive officer of the Company and will assist with the transition of your role and responsibilities and provide assistance on projects as reasonably requested by the Chief Executive Officer (or his designee). During the Advisory Period, your compensation will remain unchanged from current levels and you will remain eligible (a) to participate in Robinhood’s benefit plans pursuant to the terms of those plans and (b) to continue vesting in the Company equity-based awards that you hold, subject to the terms and conditions of the Company’s equity compensation plan and the applicable award agreements. Your employment remains at will.

For the avoidance of doubt, during the Advisory Period, you will be required to continue to comply with all Company policies, including without limitation, your Proprietary Information and Inventions Agreement with the Company, the Robinhood Employee Handbook, and the Robinhood Code of Conduct.

This letter agreement may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company. The terms of this letter agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this letter agreement or arising out of, related to, or in any way connected with, this letter agreement, your employment with the Company or any other relationship between you and the Company will be governed by California law, excluding laws relating to conflicts or choice of law. You and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in Santa Clara County, California in connection with any such dispute or any claim related to any such dispute.

[Signature page follows]

ROBINHOOD MARKETS, INC.,

 

by

        

/s/ Vladimir Tenev

 

Name: Vladimir Tenev

Title: Chief Executive Officer and President

Accepted and agreed:

 

/s/ Gretchen Howard

Gretchen Howard