UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2022

Commission file number: 001-39477

GLOBAL BLUE GROUP HOLDING AG

(Translation of registrant's name into English)


Zürichstrasse 38, 8306 Brüttisellen, Switzerland
+41 22 363 77 40
(Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒
  Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes
 No ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes
 No ☒



INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

On October 21, 2022, Global Blue Group Holding AG (the “Company”), and Jacques Stern entered into the second amendment of the employment agreement dated August 31, 2020, as amended on February 24, 2022 (the “First Amendment of the Employment Agreement”), making certain amendments to Jacques Stern’s share-based compensation as the Company’s Chief Executive Officer (the “Second Amendment of the Employment Agreement”). The Second Amendment of the Employment Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
    


INCORPORATION BY REFERENCE

This Report on Form 6-K shall be deemed to be incorporated by reference into the registration statements on Form F-3 (No. 333-259200 and 333-267850) and Form S-8 (No. 333-260108) of the Company and the prospectuses incorporated therein, and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.




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, thereunto duly authorized.



Date: October 25, 2022
GLOBAL BLUE GROUP HOLDING AG
             


By:     /s/ Jacques Stern

Name:     Jacques Stern
Title:     Chief Executive Officer    






EXHIBIT INDEX

Exhibit numberDescription
10.1Second Deed of Amendment to Employment Agreement dated October 21, 2022, between Jacques Stern and Global Blue SA
SECOND DEED OF AMENDMENT TO EMPLOYMENT AGREEMENT 21 October 2022 Reference is made to the employment agreement dated 31 August 2020 between Global Blue SA and Jacques Stern (as amended on 24 February 2022 and from time to time) (the “Employment Agreement”). Unless otherwise specified, words and expressions defined in the Employment Agreement (or the RSA Award Certificate and Option Award Certificate as applicable) shall have the same meaning in this letter. In accordance with Clause 15.9 of the Employment Agreement, the Company and the Executive agree the following: 1. AMENDMENT TO ADJUSTMENT MECHANICS The Company and the Executive agree to make certain further amendments to the adjustment mechanism set out in clause 4.9 of the Employment Agreement, such changes agreed separately in writing (including by email) between the Company and the Executive, subject to approval by the Remuneration Committee of Global Blue Group Holding AG. 2. ADJUSTMENT TO RSAS The number of RSAs issued and common shares in the Parent Company issued upon the vesting of such RSAs, in each case to the Executive in respect of each of the RSA tranches listed below, shall be as listed below. Such numbers constitute an amendment to the terms of the RSA Award Certificates issued to the Executive in connection with the relevant grants, pursuant to each of the adjustment mechanisms set out in clause 4.9 of the Employment Agreement and clause 1 of this letter. For the avoidance of doubt: (1) the below summary is a restatement of the position as of 13 September 2022, and the only additional RSAs and common shares to be issued now shall be those set out in the column “Incremental RSAs Issued”; and (2) all other terms of the RSA Award Certificates shall remain unaffected. Tranche 1 (awarded on 12 November 2020) (a) Vested RSAs Vested RSAs at 18/24 months Initial Net RSAs Incremental RSAs Issued Revised Net RSAs March-22 Vested / No Performance 9,573 10,034 19,607 Sep-22 Vested / No Performance 6,237 3,345 9,582 Total RSAs 15,810 13,379 29,189

 
(b) Unvested RSAs Unvested RSAs at 36/48 months Initial Net RSAs Incremental RSAs Issued Revised Net RSAs RSA without condition of performance Sep-23 Vesting 19,192 6,690 25,882 Sep-24 Vesting 19,192 6,690 25,882 Total RSAs 38,384 13,380 51,764 RSA with condition of performance EPS Growth Criteria 9,596 3,345 12,941 Absolute TSR Criteria 4,798 1,672 6,470 Relative TSR Criteria 4,798 1,672 6,470 Total Sep-23 Vesting 19,192 6,689 25,881 EPS Growth Criteria 9,596 3,345 12,941 Absolute TSR Criteria 4,798 1,672 6,470 Relative TSR Criteria 4,798 1,672 6,470 Total Sep-24 Vesting 19,192 6,689 25,881 Total RSAs 38,384 13,378 51,762 Tranche 2 (awarded on 12 October 2021) (a) Vested RSAs Vested RSAs at 18/24 months Initial Net RSAs Incremental RSAs Issued Revised Net RSAs Sep-22 Vested / No Performance 12,187 7,132 19,319 Sep-22 Vested / EPS Growth 6,093 3,566 9,659 Total RSAs 18,280 10,698 28,978 (b) Unvested RSAs Unvested RSAs at 36/48 months Initial Net RSAs Incremental RSAs Issued Revised Net RSAs RSA without condition of performance Sep-23 Vesting 18,750 7,132 25,882 Sep-24 Vesting 18,750 7,132 25,882 Sep-25 Vesting 18,750 7,132 25,882 Total RSAs 56,250 21,396 77,646 RSA with condition of performance EPS Growth Criteria 9,375 3,566 12,941 Absolute TSR Criteria 4,688 1,782 6,470

 
Relative TSR Criteria 4,688 1,783 6,471 Total Sep-23 Vesting 18,750 7,131 25,881 EPS Growth Criteria 9,375 3,566 12,941 Absolute TSR Criteria 4,688 1,782 6,470 Relative TSR Criteria 4,688 1,783 6,471 Total Sep-24 Vesting 18,750 7,131 25,881 EPS Growth Criteria 9,375 3,566 12,941 Absolute TSR Criteria 4,688 1,782 6,470 Relative TSR Criteria 4,688 1,783 6,471 Total Sep-25 Vesting 18,750 7,131 25,881 Total RSAs 56,250 21,393 77,643 Tranche 3 (awarded on 19 October 2021) (a) Vested RSAs Vested RSAs at 12 months Initial Net RSAs Incremental RSAs Issued Revised Net RSAs Total RSAe 71,495 41,838 113,333 (b) Unvested RSAs Unvested RSAs at 24 months Initial Net RSAs Incremental RSAs Issued Revised Net RSAs RSA without condition of performance Total RSAe 165,000 62,757 227,757 3. ADJUSTMENT TO OPTION AWARDS In accordance with clause 4.10 of the Employment Agreement, the Exercise Prices of the share options granted to the Executive under the Parent Company's Management Incentive Plan for Share Options shall be amended as set out below. Such revised prices constitute an amendment to the terms of the Option Award Certificate issued to the Executive in connection with the relevant grants, pursuant to the adjustment mechanisms set out in clause 4.10 of the Employment Agreement. For the avoidance of doubt, all other terms of the Option Award Certificates shall remain unaffected. Original Option Strike Price New Option Strike Price Vesting Period 15 Feb 2022 15 Aug 2022 15 Aug 2023 15 Aug 2024 TOTAL US$ 8.50 US$ 6.4232 335,155 111,718 223,437 223,437 893,747 US$ 10.50 US$ 8.4232 283,594 94,531 189,063 189,063 756,251

 
US$ 12.50 US$ 10.4232 232,031 77,344 154,688 154,688 618,751 US$ 14.50 US$ 12.4232 180,469 60,156 120,313 120,313 481,251 TOTAL 1,031,249 343,749 687,501 687,501 2,750,000

 
Executed as a DEED by GLOBAL BLUE SA By: /s/ Jeremy Henderson-Ross Name: Jeremy Henderson-Ross Title: Authorised Signtory Executed as a DEED by JACQUES STERN By: /s/ Jacques Stern Witness Signature: /s/ witness Witness Name: ______________________ Witness Title: _______________________ Witness Address: _____________________