As previously disclosed, on October 3, 2022, Poshmark, Inc., a Delaware corporation
(Poshmark or the Company), entered into an Agreement and Plan of Merger (the Merger Agreement), with NAVER Corporation, a public corporation organized under the laws of the Republic of Korea (NAVER or
Parent), Proton Parent, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Proton Parent), and Proton Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Proton Parent, pursuant to
which Merger Sub will merge with and into the Company (the Merger), with the Company surviving the Merger as an indirect subsidiary of Parent. On November 25, 2022, Poshmark filed its definitive proxy statement on Schedule 14A (the
Definitive Proxy Statement), as such may be supplemented from time to time, with the Securities and Exchange Commission (the SEC) with respect to the special meeting of Poshmarks stockholders scheduled to be held on
December 27, 2022 (the special meeting).
This Schedule 14A (the Schedule) is being filed to update and supplement the
Definitive Proxy Statement. The information contained in this Schedule is incorporated by reference into the Definitive Proxy Statement and should be read in conjunction with the Definitive Proxy Statement, which should be read in its entirety.
In connection with the Merger Agreement, seven complaints have been filed as individual actions in United States District Courts. Three cases have been filed
in the United States District Court for the Southern District of New York and are captioned ODell v. Poshmark, Inc. et al., 1:22-cv-09779 (filed
November 16, 2022); Wolfson v. Poshmark, Inc. et al., 1:22-cv-10134 (filed November 29, 2022); and Coffman v. Poshmark, Inc. et al., 1:22-cv-10229 (filed December 2, 2022). Three cases have been filed in the United States District Court for the Northern District of California and are captioned Olive
v. Poshmark, Inc. et al., 3:22-cv-07337 (filed November 21, 2022); Bushansky v. Poshmark, Inc. et al., 3:22-cv-07373 (filed November 22, 2022); and Da Camara v. Poshmark, Inc. et al., 3:22-cv-07379 (filed
November 22, 2022). One case has been filed in the United States District Court for the District of Delaware and is captioned Jones v. Poshmark, Inc. et al., 1:22-cv-01562-UNA (filed December 2, 2022). The foregoing complaints are referred to as the Merger Actions.
The Merger Actions generally allege that the Definitive Proxy Statement, filed by the Company with the SEC on November 25, 2022, or the Preliminary Proxy
Statement, filed by the Company with the SEC on November 15, 2022 misrepresents and/or omits certain purportedly material information relating to the Companys financial projections, the analyses performed by the financial advisor to the
Board of Directors of Poshmark (the Poshmark Board) in connection with the Merger, potential conflicts of interest of the Companys officers and directors, and the events that led to the signing of the Merger Agreement, among other
things. The Merger Actions assert violations of Section 14(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder, against all defendants (the Company and its Board of Directors) and violations of
Section 20(a) of the Exchange Act against the Poshmark Board. The Merger Actions seek, among other things, an injunction enjoining the stockholder vote on the Merger and the consummation of the Merger unless and until certain additional
information is disclosed to Poshmark stockholders, and costs of the action, including plaintiffs attorneys fees and experts fees. Certain demand letters have also been sent to the Company by purported stockholders making similar
disclosure allegations.
The Company cannot predict the outcome of the Merger Actions. The Company believes that the Merger Actions are without merit. If
additional similar complaints are filed, absent new or significantly different allegations, the Company will not necessarily disclose such additional filings.
While the Company believes that the disclosures set forth in the Definitive Proxy Statement comply fully with all applicable law and denies the allegations in
the pending Merger Actions described above, in order to moot plaintiffs disclosure claims, avoid nuisance and possible expense and business delays, and provide additional information to its stockholders, the Company has determined voluntarily
to supplement certain disclosures in the Definitive Proxy Statement related to plaintiffs claims with the supplemental disclosures set forth in this Schedule (the Supplemental Disclosures). Nothing in the Supplemental Disclosures
shall be deemed an admission of the legal merit, necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations in the Merger Actions described above that
any additional disclosure was or is required or material.