false 0001720671 0001720671 2025-02-13 2025-02-13

 

 

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): February 13, 2025

 

 

HashiCorp, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-41121   32-0410665

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

101 Second Street    
Suite 700    
San Francisco, California       94105
(Address of Principal Executive Offices)     (Zip Code)

Registrant’s Telephone Number, Including Area Code: (415) 301-3250

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
Symbol(s)

  

Name of each exchange

on which registered

Class A Common Stock, par value $0.000015 per share   HCP   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. ☐

 

 

 

Item 5.02

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

Retention Arrangement with President, Worldwide Field Operations

On February 13, 2025, HashiCorp, Inc. (the “Company”) entered into a letter agreement with Susan St. Ledger, the Company’s President, Worldwide Field Operations, as approved by the Compensation Committee of the Board of Directors of the Company. The letter agreement provides, among other things, that the Company will pay (i) a spot bonus of $300,000 to Ms. St. Ledger no later than February 15, 2025, subject to Ms. St. Ledger’s execution and non-revocation of the Company’s standard release of claims, and (ii) a retention bonus of $1,500,000 to Ms. St. Ledger if she remains a full-time employee of the Company in her current role through the earlier of the closing of the acquisition of the Company by International Business Machines Corporation and April 30, 2025 (the “Separation Date”). The retention bonus, to the extent earned, is payable within 30 days following the Separation Date, subject to Ms. St. Ledger’s execution and non-revocation of the Company’s standard release of claims. If, prior to the Separation Date, the Company terminates the employment of Ms. St. Ledger without cause, then Ms. St. Ledger will be entitled to receive the retention bonus within 30 days following the termination date, subject to Ms. St. Ledger’s execution and non-revocation of the Company’s standard release of claims. On the Separation Date, Ms. St. Ledger’s employment with the Company will terminate and she will become a consultant to the Company pursuant to a standard form consulting agreement.

The preceding description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement filed herewith as Exhibit 10.1 and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

No.

    Description
10.1*    Letter Agreement between the Company and Susan St. Ledger, dated February 13, 2025.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*

Certain exhibits and schedules to this exhibit have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit or schedule will be furnished to the Securities and Exchange Commission upon request.

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 thereunto duly authorized.

 

      HASHICORP, INC.
Date: February 14, 2025     By:  

/s/ Paul Warenski

    Name:   Paul Warenski
    Title:   Chief Legal Officer

Exhibit 10.1

 

LOGO

 

LOGO

Susan St. Ledger

101 2nd Street, Suite 700

San Francisco, CA 94105

February 13, 2025

Dear Susan:

In connection with the ongoing potential acquisition of HashiCorp., Inc. (the “Company”) by IBM (the “Acquisition”), the Company has determined it is necessary to incentivize you to remain employed by the Company through the earlier of (i) the closing of the Acquisition and (ii) April 30, 2025 (the “Projected Separation Date”). In light of this necessity, the Company agrees that should you remain employed by the Company through the Projected Separation Date, the Company will pay you a cash bonus equal to one million, five hundred thousand dollars ($1,500,000.00) (the “Transaction Bonus”).

The Transaction Bonus shall be paid in a lump sum cash payment to you on the next regularly scheduled payroll date (but no later than thirty (30) days) following the Projected Separation Date, subject to your execution and non-revocation of the Company’s standard release of claims. In order to receive the Transaction Bonus, you must remain employed by the Company in your current role and as a full-time employee through the Projected Separation Date. However, if the Company terminates your employment without Cause prior to the Projected Separation Date, the Company will pay you the Transaction Bonus on the next regularly scheduled payroll date (but no later than thirty (30) days) following your termination date; provided, that you must execute and not revoke the Company’s standard release of claims.

The definition of Cause shall be consistent with the definition contained in the Change in Control and Severance Agreement between you and the Company (the “CICSA”).

In addition to the Transaction Bonus, the Company will pay you an additional three hundred thousand dollars ($300,000.00) (the “Additional Bonus”). The Additional Bonus will be paid to you no later than February 15, 2025, subject to your execution and non-revocation of the Company’s standard release of claims.

On the Projected Separation Date your employment with the Company will terminate and this termination will qualify as a termination without Cause in connection with a Change in Control and you will be eligible for those benefits outlined in the CICSA. Immediately following your termination of employment, you will become a consultant to the Company pursuant to the terms outlined in the Consulting Agreement attached as Exhibit A hereto.

 

1

 

HashiCorp, Inc.

We look forward to continuing to work with you.

 

Sincerely,
/s/ Dave McJannet
Dave McJannet
Chief Executive Officer

 

Accepted:
/s/ Susan St. Ledger
Susan St. Ledger

Exhibit A

Consulting Agreement

v3.25.0.1
Document and Entity Information
Feb. 13, 2025
Cover [Abstract]  
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Entity Central Index Key 0001720671
Document Type 8-K
Document Period End Date Feb. 13, 2025
Entity Registrant Name HashiCorp, Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-41121
Entity Tax Identification Number 32-0410665
Entity Address, Address Line One 101 Second Street
Entity Address, Address Line Two Suite 700
Entity Address, City or Town San Francisco
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94105
City Area Code (415)
Local Phone Number 301-3250
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Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Class A Common Stock, par value $0.000015 per share
Trading Symbol HCP
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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