UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 1, 2023
Bumble Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40054 | 85-3604367 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1105 West 41st Street, Austin, Texas | 78756 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s Telephone Number, Including Area Code: (512) 696-1409
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 |
Name of each exchange on which registered | ||
| Class A Common Stock, par value $0.01 per share | BMBL | 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. ☐
EXPLANATORY NOTE
On November 1, 2023, the Board of Directors (the “Board”) of Bumble Inc. (the “Company”) approved a leadership succession plan pursuant to which, effective January 2, 2024 (the “Effective Date”), Lidiane Jones will become the Company’s Chief Executive Officer, and Whitney Wolfe Herd, the Company’s Founder and Chief Executive Officer, will become the Executive Chair of the Board and no longer serve in the capacity of Chief Executive Officer (the “Executive Chair Transition”). Ms. Wolfe Herd will continue to serve on the Board in her capacity as a Class III director. In connection with the Executive Chair Transition and effective as of the Effective Date, Ann Mather, the current Chair of the Board, will become Lead Director of the Board.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)
In connection with the Executive Chair Transition, Ms. Wolfe Herd entered into a letter agreement with the Company on December 29, 2023 (the “Agreement”). Pursuant to the Agreement and upon the Effective Date, Ms. Wolfe Herd will continue to (i) receive the same annual base salary as currently in effect, (ii) be eligible to receive an annual cash bonus in accordance with the Company’s bonus plan as currently in effect, and (iii) be eligible to participate in the Company’s employee benefit plans and programs available to senior executives. Ms. Wolfe Herd’s existing equity awards will also continue to vest in accordance with their terms. In addition, for the 2024 annual grant cycle, Ms. Wolfe Herd is entitled to receive an equity grant comprised of (i) options to acquire shares of the Company with a grant date fair value of $2,500,000 and (ii) restricted stock units with a grant date fair value of $2,500,000.
The foregoing summary description of the terms of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 attached hereto and the terms of which are incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description of Exhibit | |
| 10.1 | Letter Agreement, dated as of December 29, 2023, by and between Bumble Inc. and Whitney Wolfe Herd | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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.
| BUMBLE INC. | ||||||
| Date: December 29, 2023 | By: | /s/ Laura Franco | ||||
| Name: | Laura Franco | |||||
| Title: | Chief Legal and Compliance Officer | |||||
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Exhibit 10.1
December 29, 2023
Whitney Wolfe Herd
Re: Transition Letter: Executive Chair
Dear Whitney,
This letter confirms the understanding between you and Bumble Inc. (the “Company”) regarding the transition of leadership that will take place on January 2, 2024 (the “Transition Date”).
As of the Transition Date, you will (i) cease serving as CEO of the Company; and (ii) become Executive Chair of the Company, with such duties and responsibilities commensurate with such role and otherwise as mutually agreed between you and the Board of Directors of the Company (the “Board”). In addition, you will remain a Class III Director on the Board, serving in accordance with the Company’s Bylaws.
During your time as Executive Chair of the Company, you will dedicate a meaningful portion of your time to the work of Bumble Inc. as mutually agreed by you and the Board. You may pursue new endeavors during this time subject to the terms of the Employment Agreement (as defined below), including Schedule I hereto which replaces Schedule I to the Employment Agreement.
Your compensation for the Executive Chair role will be effective starting January 2, 2024, as set forth below:
| • | Your base salary as currently in effect |
| • | Your participation in the Company’s annual bonus plan, at your current target bonus amount as currently in effect, which may be amended from time to time, and based on the achievement of certain performance objectives as approved by the Company in its sole discretion |
| • | Incentive awards previously awarded continue to vest in accordance with their terms |
| • | New equity award of $5M (50% RSUs, 50% options) will be granted at the same time (with the same terms) as other senior executive grants are awarded for 2024. |
This arrangement will be reviewed annually at the same time of year as other senior executive reviews are completed at the Company.
In addition, you will continue to be eligible to participate in the employee benefit plans and programs of the Company applicable to senior executives generally, as may be in effect from time to time.
For the avoidance of doubt and simply for illustrative and non-exhaustive purposes, Company does not have any ownership or other claims to any intellectual property rights arising from the ideas, projects or businesses described in Schedule II (“Separate Projects”). Notwithstanding anything herein to the contrary, nothing in this letter shall limit or otherwise modify your non-competition and other restrictive covenant obligations set forth in the Employment Agreement.
Your employment agreement dated January 29, 2020 (the “Employment Agreement”), shall remain in full force and effect except as modified by this letter and the schedules hereto.
Thank you for your continued dedication and commitment to Bumble.
| Sincerely, | ||
| Bumble Inc. | ||
| By: | /s/ Ann Mather | |
| Name: Ann Mather | ||
| Title: Chair of the Board of Directors, | ||
| Bumble Inc. | ||
| Acknowledged and Agreed: | ||
| /s/ Whitney Wolfe Herd | ||
| Whitney Wolfe Herd | ||
| Date: December 29, 2023 | ||