Snap Inc false 0001564408 0001564408 2024-09-12 2024-09-12

 

 

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): September 13, 2024 (September 12, 2024)

 

 

SNAP INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-38017   45-5452795

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

3000 31st Street

Santa Monica, California

    90405
(Address of Principal Executive Offices)     (Zip Code)

Registrant’s Telephone Number, Including Area Code: (310) 399-3339

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 $0.00001 per share   SNAP   New York Stock Exchange

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.

On September 12, 2024, our board of directors approved an increase to the size of the board from ten to eleven members and appointed Jim Lanzone to fill the newly created vacancy. Mr. Lanzone will serve until the earlier of (a) the next annual meeting of our stockholders, (b) the effectiveness of the next action by written consent of stockholders in lieu of an annual meeting, and (c) his death, resignation, or removal. Mr. Lanzone has not been appointed to serve on any committees of the board of directors.

Mr. Lanzone, age 53, has served as the Chief Executive Officer and member of the board of directors of Yahoo Inc. since September 2021. Prior to joining Yahoo Inc., Mr. Lanzone served as Chief Executive Officer of Tinder, a geosocial networking and online dating application, from July 2020 to September 2021, as Executive-in-Residence at venture capital firm Benchmark Capital from January 2020 to July 2020, as Chief Digital Officer of CBS Corporation from January 2016 to December 2019, and as President and Chief Executive Officer of CBS Interactive, a division of CBS Corporation, from March 2011 to December 2019. From January 2009 to March 2011, he was the founder and Chief Executive Officer of Clicker Media, Inc., an internet video search engine and navigation guide, which was acquired by CBS Corporation in 2011. Mr. Lanzone served on the board of directors of GoPro, Inc., a technology company, from 2018 to 2023, Edmunds.com Inc. from 2014 to 2020, Supernova Partners Acquisition Company, Inc. from October 2020 to September 2021, Supernova Partners Acquisition Company II, Ltd. from March 2021 to March 2022, Supernova Partners Acquisition Company III, Ltd. from March 2021 to March 2023, and Coliseum Acquisition Corp. from June 2021 to June 2023. Mr. Lanzone holds a JD/MBA from Emory University, and a BA from the University of California, Los Angeles.

There are no family relationships between Mr. Lanzone and any of our directors or executive officers, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Further, there is no arrangement or understanding between Mr. Lanzone and any other persons or entities pursuant to which Mr. Lanzone was appointed as a director.

Mr. Lanzone will be compensated as a member of our board of directors under the terms of our Non-Employee Director Compensation Policy.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

  

Description

99.1    Press release dated September 13, 2024.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


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 hereunto duly authorized.

 

    SNAP INC.
Date: September 13, 2024     By:  

/s/ Michael O’Sullivan

      Michael O’Sullivan
      General Counsel

Exhibit 99.1

Jim Lanzone Joins Snap Inc. Board of Directors

SANTA MONICA, Calif— Snap Inc. (NYSE: SNAP) announced today that Jim Lanzone, Chief Executive Officer of Yahoo Inc., has been appointed to the company’s board of directors, effective as of September 12, 2024.

“We are excited to welcome Jim to our board of directors and benefit from his experience in technology and digital advertising,” said Evan Spiegel, co-founder and Chief Executive Officer of Snap Inc. “We look forward to working with and learning from him as we continue to grow our business.”

“Jim’s strong technology background will be a key asset for Snap,” said Michael Lynton, Chairperson of the board of directors of Snap Inc. “We are glad to have him on the board and I look forward to beginning our work together.”

“Snap has long been a tech pioneer and innovator and I’m thrilled to join the board,” said Lanzone. “With significant long-term opportunity ahead, I’m eager to begin collaborating with Evan, Michael, and the other directors to grow its iconic business.”

Mr. Lanzone has been Chief Executive Officer and member of the board of directors of Yahoo Inc. since September 2021. Prior to that, Mr. Lanzone served as CEO of Tinder. Previously, he served as President and CEO of CBS Interactive for over 8 years, as well as becoming CBS Corporation’s first Chief Digital Officer. He has also previously served on the board of directors for GoPro, Inc. and Edmunds.com. Mr. Lanzone holds a bachelor’s degree in political science from UCLA and a JD/MBA degree from Emory University.

About Snap Inc.

Snap Inc. is a technology company. We believe the camera presents the greatest opportunity to improve the way people live and communicate. We contribute to human progress by empowering people to express themselves, live in the moment, learn about the world, and have fun together. For more information, visit snap.com.

Investors and Analysts:

ir@snap.com

Press:

press@snap.com

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Sep. 12, 2024
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Entity Registrant Name Snap Inc
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Entity Central Index Key 0001564408
Document Type 8-K
Document Period End Date Sep. 12, 2024
Entity Incorporation State Country Code DE
Entity File Number 001-38017
Entity Tax Identification Number 45-5452795
Entity Address, Address Line One 3000 31st Street
Entity Address, City or Town Santa Monica
Entity Address, State or Province CA
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Security 12b Title Class A Common Stock, par value $0.00001 per share
Trading Symbol SNAP
Security Exchange Name NYSE
Entity Emerging Growth Company false

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