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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 11, 2020

____________________________________________

UBER TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

____________________________________________

 

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)

 ____________________________________________

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 $0.00001 per share   UBER   New York Stock Exchange

 

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

 

 
 

Item. 5.07  Submission of Matters to a Vote of Security Holders  

 

On May 11, 2020, Uber Technologies, Inc. (the “Company”) held its annual meeting of stockholders (the “Meeting”). Present at the Meeting in person or by proxy were holders of 1,437,285,653 shares of common stock of the Company, representing 83% of the voting power of the shares of common stock of the Company as of the close of business on March 16, 2020, the record date for the Meeting, and constituting a quorum for the transaction of business.

The stockholders of the Company voted on the following items at the Meeting:

 

1. To elect nine directors to serve until the 2021 annual meeting and until their successors are elected.

2. To approve, on an advisory basis, the 2019 compensation of the Company’s named executive officers.

3. To approve, on an advisory basis, the frequency of the advisory vote on executive compensation.

4. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2020.

 

1. Election of Directors

 

Nominee For Against Abstain Broker Non-Vote
Ronald Sugar 1,067,989,045 47,087,880 8,217,753 313,990,975
Ursula Burns 1,094,928,618 21,435,957 6,930,103 313,990,975
Robert Eckert 1,076,942,803 34,873,709 11,478,166 313,990,975
Amanda Ginsberg 1,105,545,841 6,531,931 11,216,906 313,990,975
Dara Khosrowshahi 1,110,057,349 6,705,030 6,532,299 313,990,975
Wan Ling Martello 1,094,549,336 21,784,820 6,960,522 313,990,975
Yasir Al-Rumayyan 1,049,248,328 67,054,289 6,992,061 313,990,975
John Thain 1,110,463,016 5,783,871 7,047,791 313,990,975
David Trujillo 1,063,124,410 53,171,941 6,998,327 313,990,975

Based on the votes set forth above, each director nominee was duly elected to serve until the 2021 annual meeting of stockholders and until his or her successor is duly elected and qualified.

 

2. Advisory Vote on the Compensation of the Company’s Named Executive Officers

             
For   Against   Abstain   Broker Non-Votes
             
789,361,890   324,813,014   9,119,774   313,990,975

Based on the votes set forth above, the stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.

 
 

3. Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation

 

1-Year 2-Year 3-year Abstain Broker Non-Votes
         
1,108,145,873 801,328 7,348,470 6,999,007 313,990,975

Based on the result of this proposal, the Compensation Committee has determined to hold annual advisory votes on executive compensation.

 

4. Ratification of Appointment of Independent Registered Public Accounting Firm

         
For   Against   Abstain
         
1,419,299,517   10,821,201   7,164,935

There were no broker non-votes on this proposal.

Based on the votes set forth above, the stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2020. 

 

Item. 8.01 Other Events

 

On May 13, 2020, the Company issued a press release announcing the proposed offering of $750 million aggregate principal amount of senior notes due 2025 (the “Notes”) in a private placement (the “Offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company intends to use the net proceeds for working capital and other general corporate purposes, which may include potential acquisitions and strategic transactions. A copy of the press release announcing the Offering is attached hereto as Exhibit 99.1 and incorporated herein by reference.

In connection with the Offering of the Notes, the Company intends to disclose certain information regarding its business to prospective investors in a confidential preliminary offering memorandum dated May 13, 2020. The preliminary offering memorandum includes information that supplements or updates certain prior disclosures of the Company, which information is attached hereto as Exhibit 99.2 and incorporated herein by reference.

This Current Report on Form 8-K (this “Report”) does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer to sell, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offers of the securities would be made only by means of a confidential offering memorandum. These securities have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws.

 

Forward-Looking Statements

This Report contains forward-looking statements within the meaning of the federal securities laws. These statements include, but are not limited to: statements concerning the proposed terms of the Notes, the completion, timing and size of the proposed Offering and the anticipated use of the net proceeds from the Offering; the discontinuation and transfer of the Company’s Uber Eats operations in certain jurisdictions and the timing thereof; the completion and timing of the Company’s transactions and agreements with Lime related to the Company’s dockless e-bikes and e-scooters business and operations operated as JUMP; the Company’s expectations regarding restructurings and other cost savings measures that it has taken and expects to take in the near future, including the amount of any charge it would take in connection with such measures, the amount of cost savings from such measures, and the effect of such measures on the Company’s ability to conduct its key business functions; and the ultimate impact of COVID-19 on the Company’s business, results of operations, financial position and cash flows and any additional response initiatives that the Company may take. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. Factors that may cause such a difference include, without limitation, risks and uncertainties related to the satisfaction of customary closing conditions related to the Offering, the impact of general economic, industry or political conditions in the United States or internationally, the severity and duration of the COVID-19 outbreak, additional actions that may be taken by governmental authorities, and further impact on the Company’s business, Drivers, Restaurants, consumers, and business partners, and other factors described under the heading “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the Securities and Exchange Commission on May 8, 2020 (the “Form 10-Q”). There can be no assurance that the Company will be able to complete the Offering on the anticipated terms, or at all. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Report. Additional risks and uncertainties relating to the Offering, the Company and its business can be found under the heading “Risk Factors” in the Company’s Form 10-Q, as updated by the recent developments included in the information attached as Exhibit 99.2 to this Report. Forward-looking statements represent the Company’s beliefs and assumptions only as of the date of this Report. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.

 
 
Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Number     Description
99.1     Press Release dated May 13, 2020
99.2     Excerpts from Confidential Preliminary Offering Memorandum dated May 13, 2020
104     Interactive Data File (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.

   
  UBER TECHNOLOGIES, INC.
   
Date: May 13, 2020 By: /s/ Dara Khosrowshahi
  Dara Khosrowshahi
  Chief Executive Officer
 

 

Exhibit 99.1

 

Uber Announces Proposed $750 Million Senior Notes Offering

SAN FRANCISCO May 13, 2020 – Uber Technologies, Inc. (NYSE: UBER) today announced that it proposes to offer $750 million principal amount of Senior Notes due 2025 (the “notes”), subject to market conditions and other factors. The notes are being offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and to non-U.S. persons in accordance with Regulation S under the Securities Act.

Uber intends to use the net proceeds from this offering for working capital and other general corporate purposes, which may include potential acquisitions and strategic transactions.

The notes have not been registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. Any offers of the notes will be made only by means of a private offering memorandum.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws.  These statements include, but are not limited to, statements concerning the terms, timing and completion of the offering of the notes and the anticipated use of the net proceeds from the offering.  Forward-looking statements include all statements that are not historical facts. In some cases, forward-looking statements can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “will,” or similar expressions and the negatives of those words. Forward-looking statements involve substantial risks and uncertainties that may cause actual results to differ materially from those that Uber expects. These risks and uncertainties include market risks, trends and conditions. These and other risks are more fully described in Uber’s filings with the Securities and Exchange Commission, including in the section titled “Risk Factors” in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. In light of these risks, you should not place undue reliance on such forward-looking statements. Forward-looking statements represent Uber’s beliefs and assumptions only as of the date of this press release. Uber disclaims any obligation to update forward-looking statements.

 

About Uber

Uber’s mission is to create opportunity through movement. Uber is a technology platform that uses a massive network, leading technology, operational excellence and product expertise to power movement from point A to point B. We develop and operate proprietary technology applications supporting a variety of offerings on our platform. We connect consumers with independent providers of ride services for ridesharing services, and connect consumers with restaurants and food delivery service providers for meal preparation and delivery services. We also connect consumers with public transportation networks, e-bikes, e-scooters and other personal mobility options. We use this same network, technology, operational excellence and product expertise to connect shippers with carriers in the freight industry. We are also developing technologies that will provide autonomous driving vehicle solutions to consumers, networks of vertical take-off and landing vehicles and new solutions to solve everyday problems.

Our technology is available in 69 countries around the world, principally in the United States and Canada, Latin America, Europe, the Middle East, Africa, and Asia (excluding China and Southeast Asia).

 

Investor Contact:
investor@uber.com

 

Media Contact:

press@uber.com 

 

 

Exhibit 99.2

 

In the confidential preliminary offering memorandum to be used in connection with a private placement to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended, by Uber Technologies, Inc. (the “Company”), the Company provided the following overview of the Company’s business as updates or supplements to the information provided in the Company’s previous periodic filings with the Securities and Exchange Commission.

 

Recent Developments

 

COVID-19

 

In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. The COVID-19 pandemic has rapidly changed market and economic conditions globally, impacting Rides Drivers, Delivery People, restaurants, consumers and business partners, as well as our business, results of operations, financial position and cash flows. Various governmental restrictions, including the declaration of a federal National Emergency, multiple cities’ and states’ declarations of states of emergency, school and business closings, quarantines, “shelter at home” orders, restrictions on travel, limitations on social or public gatherings, and other social distancing measures have, and may continue to have, an adverse impact on our business and operations, including, for example, by reducing the demand for our Rides and New Mobility offerings globally and disrupting the supply chain related to our New Mobility offerings. The significant adverse changes in the economic and market conditions resulting from COVID-19 triggered the recognition of pre-tax impairment charges of $2.1 billion in the first quarter of 2020. For additional information on impairment charges, refer to Note 3 – Investments and Fair Value Measurement and Note 6 – Goodwill and Intangible Assets in the notes to the condensed consolidated financial statements included in Part I, Item 1, of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on May 8, 2020 (our “Form 10-Q”).

 

COVID-19 Response Initiatives

 

We continue to prioritize the health and safety of our consumers, Drivers and Restaurants and the communities we serve. As one of the world’s largest platforms for work, we continue to believe that we will play an important role in the economic recovery of cities around the globe. We are focused on navigating the challenges presented by COVID-19 through preserving our liquidity and managing our cash flow through taking preemptive action to enhance our ability to meet our short-term liquidity needs. The pandemic has reduced the demand for our Rides offering globally and has disrupted the supply chain related to or New Mobility offerings. We have responded to the COVID-19 pandemic by launching new, or expanding existing, services or features on an expedited basis, particularly those related to delivery of food and other goods.

 

To comply with social distancing guidelines of national, state and local governments, we have temporarily suspended UberPOOL, our shared Rides offering, globally and implemented “leave at door” delivery options for Uber Eats. Additionally, we have asked that all employees who are able to do so work remotely.

 

In addition, to support those whose earning opportunities have been depressed as a result of the COVID-19 pandemic, as well as communities hit hard during this unprecedented period, we announced and implemented several initiatives during the first quarter of 2020, including a financial assistance program for Drivers who are impacted by the pandemic, personal protective equipment disbursement and a commitment to provide 10 million free rides and food deliveries to healthcare workers, seniors, and others in need. These programs reduced our revenue for the first quarter of 2020 by $19 million and we expect them to also impact our financial statements in future quarters.

 

While we continue to assess the impact from the COVID-19 outbreak, we are unable to accurately predict the full impact of COVID-19 on our business, results of operations, financial position and cash flows due to numerous uncertainties, including the severity of the disease, the duration of the outbreak, additional actions that may be taken by governmental authorities, the further impact on the business of Drivers, Restaurants, consumers, and business partners, and other factors identified in “Risk Factors” of our Form 10-Q.

 

Other Recent Developments

 

On January 2, 2020, we completed the acquisition of substantially all of the assets of Careem. Dubai-based Careem was founded in 2012, and provides primarily ridesharing and, to a lesser extent, meal delivery, and payments services to millions of users in cities across the Middle East, North Africa, and Pakistan. For additional information, See Note 16 – Business Combination to our condensed consolidated financial statements included in Part I, Item 1 of our Form 10-Q.

 

 
 

On May 4, 2020, we announced that we would discontinue Uber Eats operations in the Czech Republic, Egypt, Honduras, Romania, Saudi Arabia, Uruguay and Ukraine by June 4, 2020. Separately, we announced that we would transfer Uber Eats business operations in the United Arab Emirates to Careem, our wholly-owned subsidiary operating primarily in the Middle East. The discontinued and transferred markets represented 1% of Eats Gross Bookings and 4% of Eats Adjusted EBITDA losses during the three months ended March 31, 2020. For additional information, see Note 18 – Subsequent Events to our condensed consolidated financial statements included in Part I, Item 1 of our Form 10-Q.

 

On May 6, 2020, we announced plans to reduce our operating expenses in response to the economic challenges and uncertainty resulting from the COVID-19 pandemic and its impact on our business. We announced a reduction to our customer support and recruiting teams by approximately 3,700 full-time employee roles. For additional information, see Note 18 – Subsequent Events to our condensed consolidated financial statements included in Part I, Item 1 of our Form 10-Q.

 

On May 7, 2020, we entered into a series of transactions and agreements Lime including (i) the divestiture of certain assets of our dockless e-bikes and e-scooters business and operations operated as JUMP, which is included in our New Mobility offering, in exchange for common stock in Lime representing approximately 16% of the fully-diluted capitalization of Lime, (ii) an $85 million investment in Lime in the form of a secured convertible note which shall be convertible at any time, at our election, into senior preferred stock of Lime, and (iii) a commercial collaboration agreement. For additional information, see Note 18 – Subsequent Events to our condensed consolidated financial statements included in Part I, Item 1 of our Form 10-Q.

 

On our May 7, 2020 first quarter earnings call, we disclosed that we have taken actions and intend to take additional actions, including additional restructuring activities in the near future to reduce our overall cost structure, which we believe will result in aggregate cost savings of at least $1 billion annually. We expect that the previously announced and anticipated cost-saving measures, including those related to the transaction entered into with Lime in May 2020, will result in a charge of up to $400 million, approximately one-third of which will be non-cash, excluding stock based compensation expense. We do not believe these cost-saving measures will impair our ability to conduct any of our key business functions. There is no guarantee that we will achieve the cost savings that we expect.

 

Legal and Regulatory Developments

 

California State Assembly Bill 5 (“AB5”)

 

AB5 is a recently enacted statute that codifies a test to determine whether a worker is an employee under California law. The test is referred to as the “ABC” test, and was originally handed down by the California Supreme Court in Dynamex Operations v. Superior Court in 2018. Under the ABC test, workers performing services for a hiring entity are considered employees unless the hiring entity can demonstrate three things: the worker (A) is free from the hiring entity’s control, (B) performs work that is outside the usual course of the hiring entity’s business, and (C) customarily engages in the independent trade, work or type of business performed for the hiring entity. AB5 went into effect in January 2020.

 

AB5 provides a mechanism for determining whether workers of a hiring entity are employees or independent contractors, but the new law does not result in any immediate change in how workers are classified. If the State of California, cities or municipalities, or workers disagree with how a hiring entity classifies workers, AB5 sets forth the test for evaluating their classification. A similar ABC test was adopted more than 10 years ago in Massachusetts.

 

We continue to evaluate the impact of AB5 on our business, have made business changes in certain jurisdictions, and are considering legal responses, additional potential business changes, a potential legislative amendment and have filed a California state ballot initiative which will be voted on in November 2020. The ballot initiative does not ask for exemption from AB5, although many other industries in California received an exemption from the ABC test through special amendments. Instead, we are working to provide voters with an opportunity to support a framework that advocates for legal certainty regarding the status of independent work, and seeks to protect worker flexibility and the quality of on-demand work, while establishing the following:

 

· a guaranteed minimum earnings standard for Drivers;

· occupational/accident insurance for injury protection;

· healthcare subsidies; and

· protection against discrimination and harassment.

As we explore legal options, we have received and expect to continue to receive claims by or on behalf of Drivers that claim that the Drivers have been misclassified. On May 5, 2020, the California Attorney General, in conjunction with the city attorneys for San Francisco, Los Angeles and San Diego, filed a complaint in San Francisco Superior Court against Uber and Lyft. The complaint alleges drivers are misclassified, and seeks an injunction and monetary damages related to the alleged competitive advantage caused by the alleged misclassification of drivers. We intend to vigorously defend itself with regard to these actions.

For a discussion of risk factors related to AB5, including how AB5 may impact our business, result of operations, financial position and operating condition, see “Risk Factors—Our business would be adversely affected if Drivers were classified as employees” in our Form 10-Q.