UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): February 14, 2020
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UBER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-38902 | 45-2647441 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1455 Market Street, 4th Floor
San Francisco, California 94103
(Address of principal executive offices, including zip code)
(415) 612-8582
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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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)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (17
CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
o
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. o
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 $0.00001 per share | UBER | New York Stock Exchange |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 14, 2020, the Board of Directors (the “Board”) of Uber Technologies, Inc. (the “Company”), appointed Ms. Amanda Ginsberg to the Board.
Ms. Ginsberg, 50, has served as Chief Executive Officer of Match Group, Inc. since 2017. Ms. Ginsberg is stepping down from this role, effective March 1, 2020. Prior to this role, Ms. Ginsberg served as CEO of Match Group Americas from 2015 to 2017, where she was responsible for the Match U.S. brand, Match Affinity Brands, OkCupid, PlentyOfFish, ParPerfeito and overall North and South American expansion. From 2006 to 2015, she served in several roles within Match Group Inc., including as the CEO of The Princeton Review from 2014 to 2015, where she expanded its services to include online services, including tutoring and college counseling for a new generation of students. Ms. Ginsberg has served on the board of directors of J.C. Penney Company, Inc. since 2015 and has served on the board of directors of Match Group, Inc. since December 2017. Ms. Ginsberg previously served on the board of directors of Care.com from 2012 to 2014.
Ms. Ginsberg was nominated to serve on the Company’s board of directors principally based on her extensive executive, operational, innovation and high-growth experience with consumer and digital companies and global company leadership, including serving as CEO of a leading provider of Internet-based dating products.
The Board will appoint Ms. Ginsberg to serve on the Audit Committee.
Ms. Ginsberg will participate in the Company’s previously disclosed compensation program for non-employee directors, pursuant to which she will receive (i) a $50,000 annual cash retainer and (ii) a grant of restricted stock units vesting December 31, 2020, with a fair value of $250,000, each as prorated for her partial year of service. She also will become entitled to a cash retainer in connection with her service on the Audit Committee.
There is no arrangement between Ms. Ginsberg and any person pursuant to which she was selected as director. Ms. Ginsberg has no direct or indirect material interest in any existing or currently proposed transaction that would require disclosure under Item 404(a) of Regulation S-K.
A copy of the press release announcing the appointment of Ms. Ginsberg is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit Number |
Description |
|
| 99.1 | Press Release dated February 19, 2020 | |
| 104 | The cover page of this this Current Report on Form 8-K is formatted in Inline XBRL. | |
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.
| UBER TECHNOLOGIES, INC. | |
| Date: February 19, 2020 | By: /s/ Dara Khosrowshahi |
| Dara Khosrowshahi | |
| Chief Executive Officer |
Exhibit 99.1
Experienced Technology Executive Mandy Ginsberg, CEO of Match Group, Joins Uber’s Board
SAN FRANCISCO – February 19, 2020 – Uber Technologies, Inc. (NYSE: UBER) today announced that Mandy Ginsberg, CEO of Match Group, has been appointed to the company’s Board of Directors.
“I’m very excited to welcome Mandy to the board,” said Ron Sugar, independent Chairperson of the Board. “Mandy’s deep understanding of consumer trends, her operational expertise, and her global perspective will be a superb addition as Uber continues to grow.”
“I’ve gotten to know and admire Mandy over the past couple of years and am confident that she will be a great addition to the Uber board. Mandy had a remarkable run at Match Group, building one of the most successful and profitable technology businesses ever,” said Dara Khosrowshahi, CEO. “Like Uber, it’s one that connects people in the real world, with a fundamental commitment to women’s safety, and we are excited to benefit from her expertise and oversight.”
“Uber has already radically changed how we live and work, and I think it’s just getting started. I’m excited to join the board of a company that’s innovating across so many areas of technology and having an impact on so many economies and societies around the world,” said Mandy Ginsberg. “I look forward to working with Dara, Ron, and my fellow board members as Uber begins its incredibly promising second decade.”
Ginsberg has served at Match Group for 14 years, most recently as CEO, a position from which she announced she would step down in March 2020. Earlier, she served as CEO of Match Group Americas where she was responsible for the Match U.S. brand, Match Affinity Brands, OkCupid, PlentyOfFish, ParPerfeito and overall North and South American expansion. Previously, she served as the CEO of The Princeton Review, where she expanded its services to include online services, including tutoring and college counseling for a new generation of students.
Ginsberg’s customer experience acumen developed during her tenure as Vice President of Consumer Technology for Edelman Public Relations Worldwide, then subsequently in her role as Vice President of Worldwide Marketing at i2 Technologies.
Ginsberg holds an undergraduate degree from the University of California at Berkeley and an MBA from The Wharton School of the University of Pennsylvania.
In addition to Ginsberg, Uber’s current board members are: Dr. Ronald Sugar, Former CEO and Chairman, Northrop Grumman (independent chair); Ursula Burns, Chairman of the Board, VEON; Garrett Camp, Co-Founder, Uber; Dara Khosrowshahi, CEO, Uber; Wan Ling Martello, former Executive Vice President, Nestlé; Yasir Al-Rumayyan, Managing Director, Public Investment Fund of Saudi Arabia and Chairman of Saudi Aramco; John Thain, Former Chairman and CEO, CIT Group; David Trujillo, TPG Capital.
About Uber
Uber’s mission is to create opportunity through movement. We started in 2010 to solve a simple problem: how do you get access to a ride at the touch of a button? More than 15 billion trips later, we’re building products to get people closer to where they want to be. By changing how people, food, and things move through cities, Uber is a platform that opens up the world to new possibilities.
Contacts
Investors and analysts: investor@uber.com
Media: press@uber.com