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): August 29, 2019
 




Care.com, Inc.
(Exact name of registrant as specified in its charter)




 
Delaware
 
001-36269
 
20-5785879
(State or other jurisdiction of
incorporation or organization)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
 
 
 
77 Fourth Avenue, Fifth Floor
 Waltham, MA 02451
 (Address of principal executive offices) (Zip Code)
 
(781) 642-5900
 (Registrant’s telephone number, include 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:
 
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    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
Common Stock, par value $0.001
 
CRCM
 
The 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 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. x 
 
 






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

As previously disclosed in the Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Care.com, Inc. (the “Company”) on June 25, 2019, Michael Echenberg resigned as the Company’s Executive Vice President and Chief Financial Officer effective August 30, 2019. On August 29, 2019, the Company’s board of directors (the “Board”) elected Michael Goss, who had previously served as the Company’s Vice President of Finance, to serve as the Company’s acting Chief Financial Officer effective upon Mr. Echenberg’s resignation.
Mr. Goss, age 39, has most recently served as the Company’s Vice President of Finance since August 2015. Prior to that, Mr. Goss served as Corporate Controller since joining the Company in November 2012. Previously, Mr. Goss held several roles at Aspen Technology, Inc., a provider of asset optimization software solutions, from August 2005 to November 2012. Mr. Goss began his career in public accounting with Grant Thornton and Deloitte & Touche LLP. Mr. Goss holds a B.A. from the University of New Hampshire.
In connection with Mr. Goss’s election as acting Chief Financial Officer, the Board approved changes to his compensation. Effective upon his election, Mr. Goss will receive an additional $1,538.46 bi-weekly ($40,000 on an annualized basis). Mr. Goss will be eligible to participate in the Company’s bonus program for executive officers, with a target cash bonus of 40% of his base salary and additional acting Chief Financial Officer cash compensation for the time within the relevant year it is effective. Mr. Goss also will be eligible to receive certain cash payments relating to the Company’s transition to a permanent Chief Financial Officer. The Company will pay Mr. Goss $50,000, less applicable taxes, upon the signing of an offer letter by the permanent Chief Financial Officer as long as Mr. Goss is employed by the Company as of such signing. The Company will pay Mr. Goss an additional $50,000, less applicable taxes, 90 days following the start date of a permanent Chief Financial Officer other than Mr. Goss, as long as Mr. Goss is employed by the Company as of such date. This second payment will be forfeited should Mr. Goss be named the permanent Chief Financial Officer. Mr. Goss will also receive a grant of restricted stock units (“RSUs”) under the Company’s 2014 Equity Incentive Plan having an aggregate fair market value of $300,000, measured as of the date of grant. Such RSUs will vest over a two-year period, with 12.5% of the original number of RSUs vesting on December 9, 2019 and an additional 12.5% of the original number of RSUs vesting at the end of each successive three-month period thereafter, subject to Mr. Goss’s continued employment with the Company.
The offer letter between Mr. Goss and the Company relating to his election as acting Chief Financial Officer is attached as Exhibit 10.1 to this Current Report.
As previously disclosed in the Form 8-K filed with the SEC by the Company on August 6, 2019 (the “August 6, 2019 Form 8-K”), following his resignation, Mr. Echenberg will continue to serve the Company as a consultant pursuant to that certain consulting agreement, dated as of August 5, 2019, between Mr. Echenberg and the Company, which was filed as Exhibit 10.2 to the August 6, 2019 Form 8-K.
Item 8.01. Other Events
Attached as Exhibit 99.1 is a copy of the Company’s press release dated September 3, 2019 announcing the date of the Company’s third quarter 2019 earnings call and certain other matters.
Item 9.01. Financial Statements and Exhibits
(d) 
*Management contract or compensatory plan or arrangement





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.
 
        
 
 
 
 
 
 
Dated: September 3, 2019
 
 
By:
/s/ Melanie Goins
 
 
 
 
Melanie Goins
 
 
 
 
General Counsel and Corporate Secretary




Exhibit 10.1

GOSSCFO82919IMAGE2.JPG
77 4th Avenue, 5th Floor
Waltham, MA 02451


August 30, 2019

Dear Mike,

It is with great pleasure that I offer you the role of acting Chief Financial Officer of Care.com, Inc. (the “Company”), subject to the terms set forth below.
You will assume the role of acting Chief Financial Officer on August 30, 2019 and will report directly into the Chief Executive Officer of the Company during your time in this role.
Fixed Cash Compensation
Your base salary will remain at $9,423.08 (annualized at $245,000) paid bi-weekly in accordance with normal payroll practices. You will receive an additional $1,538.46 bi-weekly (annualized at $40,000) until the start date of a permanent Chief Financial Officer, if this is not you. Your cash compensation may be adjusted from time to time in accordance with normal business practice and in the sole discretion of the Company. If you are offered the permanent Chief Financial Officer role your fixed cash compensation may be adjusted accordingly.
Incentive Cash Compensation
Your annual bonus target is being increased to 40% effective August 30, 2019. This bonus target will include both your base salary wages as well as your additional acting Chief Financial Officer cash compensation for the time within the year it is effective.
I am also pleased to include a cash transition incentive in the amount up to $100,000 minus applicable taxes. The first 50% of this award will be made payable when the permanent Chief Financial Officer, regardless of whom that may be, signs an offer letter with the Company, provided you are employed by the Company as of the date of such signing. The final 50% will be made payable 90 days following the start date of the permanent Chief Financial Officer, if this is not you, provided you are employed by the Company as of such date. In the event you are named the permanent Chief Financial Officer, this remaining 50% will be forfeited.
Stock-Based Compensation
Finally, Subject to the approval of the Board of Directors of the Company you will be granted under the Care.com, Inc. 2014 Equity Incentive Plan (“the Plan”) such number of restricted stock units (“RSUs”) having an aggregate value of $300,000 (“your Grant”), rounded down to eliminate fractional RSUs. For the purpose of determining the value of your Grant, each RSU will be deemed to have a value equal to the average closing price of Care.com’s common stock, as listed on the New York Stock Exchange, over the thirty-day period immediately preceding, but excluding, the grant date. Subject to your continued employment by the Company, 12.5% of the RSUs in your Grant will vest on December 9, 2019 and an additional 12.5% will vest at the end of each successive 3-month period thereafter until September 9, 2021. The RSUs comprised by your Grant shall be subject to customary terms and conditions applicable to Company RSUs generally, including those set forth in the Plan and the related RSU agreement to be entered into between you and the Company




Exhibit 10.1

GOSSCFO82919IMAGE2.JPG
77 4th Avenue, 5th Floor
Waltham, MA 02451


I can speak for the entire organization when I say thank you for everything you have done and continue to do for the Company, and for stepping into this important role. Your impact has been immeasurable.

/s/ Sheila Lirio Marcelo
Sheila Lirio Marcelo
Founder, Chairwoman and Chief Executive Officer

I hereby accept and agree to the terms set forth in this letter.

/s/ Michael Goss
 
August 30, 2019
Michael Goss
 
Date




Exhibit 99.1

Care.com to Announce Third Quarter 2019 Earnings Results on November 6, 2019

Company Expects to Provide Progress Update on Work with Leading Strategy Consultant


WALTHAM, MA, September 3, 2019—Care.com, Inc. (NYSE: CRCM), the world's largest online marketplace for finding and managing family care, will announce its financial results for the third quarter ended September 30, 2019 on November 6, 2019.

Care.com also announced today that on June 24, 2019, as part of the Company’s ongoing efforts to enhance shareholder value, it retained Activate, a leading strategy consultant, to conduct a comprehensive review of business strategy, growth opportunities and operations. The Company expects to provide shareholders with an update on Activate’s progress on its third quarter earnings call.

In addition, the Company announced that it retained leading global executive search firm Egon Zehnder on August 16, 2019 to assist with its search for a new CEO.

The Company will host a conference call at 8:00 AM ET on November 6, 2019 to discuss its third quarter financial results. The conference call will be accessible at (877) 407-4018 or (201) 689-8471 (International). The call will also be broadcast simultaneously at https://investors.care.com. Following completion of the call, a recorded replay of the webcast will be available on Care.com’s website.  To listen to the telephone replay, call toll-free (844) 512-2921 or (412) 317-6671 (International), conference ID #13694185. The telephone replay will be available from 11:00 AM ET November 6 through 11:59 PM ET November 20, 2019. Additional investor information can be accessed at https://www.care.com.
About Care.com
Since launching in 2007, Care.com (NYSE: CRCM) has been committed to solving the complex care challenges that impact families, caregivers, employers, and care service companies. Today, Care.com is the world’s largest online destination for finding and managing family care, with 19.8 million families and 14.3 million caregivers* across more than 20 countries, including the U.S., UK, Canada and parts of Western Europe, and approximately 1.7 million employees of corporate clients having access to our services. Spanning child care to senior care, pet care, housekeeping and more, Care.com provides a sweeping array of services for families and caregivers to find, manage and pay for care or find employment. These include: a comprehensive suite of safety tools and resources members may use to help make more informed hiring decisions - such as third-party background check services, monitored messaging, and tips on hiring best practices; easy ways for caregivers to be paid online or via mobile app; and Care.com Benefits, including the household payroll and tax services provided by Care.com HomePay and the Care Benefit Bucks program, a peer-to-peer pooled, portable benefits platform funded by household employer contributions which provides caregivers access to professional benefits. For enterprise clients, Care.com builds customized benefits packages covering child care, back up care and senior care consulting services through its Care@Work business, and serves care businesses with marketing and recruiting support. Headquartered in Waltham, Massachusetts, Care.com has offices in Berlin, Austin and the San Francisco Bay area.

*As of June 2019

Investor Relations:
Peter Stabler
ICR, Inc.


Exhibit 99.1

(415) 430-2075
investors@care.com

Media Relations:
Nancy Bushkin
Care.com
(781) 642-5919
nbushkin@care.com