Current Report Filing (8-k)
February 19 2020 - 8:01AM
Edgar (US Regulatory)
0001543151
false
0001543151
2020-02-14
2020-02-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 14, 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.)
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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
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
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Common
Stock, par value $0.00001 per share
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UBER
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New
York Stock Exchange
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Item 5.02
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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.
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Financial
Statements and Exhibits.
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(d) Exhibits.
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.
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|
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UBER
TECHNOLOGIES, INC.
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|
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Date:
February 19, 2020
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By:
/s/ Dara Khosrowshahi
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Dara
Khosrowshahi
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Chief
Executive Officer
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Uber Technologies (NYSE:UBER)
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