LINDA FINDLEY President and Chief Executive Officer | |||||||||
April |
When | Live webcast | Record date | |||||||||||||||||||||
Wednesday, June 7, 2023 10:00 a.m., Eastern Time | meetnow.global/MAGTJQZ | Only holders of record of our Class A common stock at the close of business on April 17, 2023 are entitled to notice of and to vote at the Annual Meeting |
Items of | |||||||||||
To elect the following • Beverly K. Carmichael • Jennifer Carr-Smith • Brenda Freeman • Elizabeth Huebner | |||||||||||
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, | |||||||||||
4 | To hold a non-binding, advisory vote on the frequency of future advisory votes to approve named executive officer compensation | ||||||||||
5 | To approve an amendment to our restated certificate of incorporation, as amended, to | ||||||||||
To transact any other business that properly comes before the Annual Meeting (including adjournments and postponements thereof) |
By Order of Our Board of Directors, | ||||||||
MEREDITH L. DEUTSCH General Counsel and Corporate Secretary April 27, 2023 |
Your Vote IS IMPORTANT | ||||||||||||||||||
In order to ensure your representation at the Annual Meeting, whether or not you plan to attend the virtual Annual Meeting online, please submit a proxy to vote your shares as promptly as possible over the Internet by following the instructions on your Notice or, if you requested printed copies of your proxy materials, by following the instructions on your proxy card. Your participation will help to ensure the presence of a quorum at the virtual Annual Meeting and save Blue Apron the extra expense associated with additional solicitation. If you hold your shares through a broker, your broker is not permitted to vote on your behalf in the election of directors (Proposal 1), the non-binding, advisory vote to approved named executive officer compensation, or “say-on-pay” vote (Proposal 3), or the non-binding, advisory vote on the | instructions to the broker by completing and returning any voting instruction form that the broker provides (or following any instructions that allow you to vote your broker-held shares via telephone or the Internet). | For your vote to be counted, you will need to submit your proxy in advance of the Annual Meeting or vote at the Annual Meeting in accordance with the instructions set forth in these proxy materials. Submitting a proxy to vote your shares in advance will not prevent you from attending the virtual Annual Meeting online, revoking your earlier submitted proxy in accordance with the instructions set forth in the proxy materials or voting your shares online during the virtual Annual Meeting. | ||||||||||||||||
Proposal 4— | ||||||||||||
Recommendation of Our Board of Directors | ||||||||||||
Executive Compensation | ||||||||||||
Executive Compensation Overview | ||||||||||||
Summary Compensation Table | ||||||||||||
Narrative to Summary Compensation Table | ||||||||||||
Outstanding Equity Awards at Fiscal Year-End | ||||||||||||
Equity Compensation Plan Information | ||||||||||||
Retirement Benefits | ||||||||||||
Employee Benefits and Perquisites | ||||||||||||
Limitation of Liability and Indemnification | ||||||||||||
Director Compensation | ||||||||||||
Certain Relationships and Related Transactions | ||||||||||||
Related Person Transactions | ||||||||||||
Transaction of Other Business | ||||||||||||
Additional Information | ||||||||||||
Procedures for Submitting Stockholder Proposals | ||||||||||||
General Information | ||||||||
Information about Our Annual Meeting and Voting | ||||||||
Proposal 1—Election of Directors | ||||||||
Number of Directors; Board Structure | ||||||||
Nominees | ||||||||
Recommendation of Our Board of Directors | ||||||||
Directors, Executive Officers and Corporate Governance | ||||||||
Board of Directors | ||||||||
Nominees for Election for a One-Year Term Ending at the 2024 Annual Meeting | ||||||||
Class I Directors Continuing in Office Until the 2024 Annual Meeting | ||||||||
Executive Officers | ||||||||
Director Independence | ||||||||
Board Leadership Structure | ||||||||
Code of Conduct and Ethics | ||||||||
Corporate Governance Guidelines | ||||||||
Board Meetings | ||||||||
Annual Meeting Attendance | ||||||||
Committees | ||||||||
Compensation Consultants | ||||||||
People, Culture and Compensation Committee Interlocks and Insider Participation | ||||||||
Board Processes | ||||||||
Stockholder Communications | ||||||||
Environmental, Social and Governance Initiatives | ||||||||
Proposal 2—Ratification of the Appointment of Our Independent Registered Public Accounting Firm | ||||||||
Principal Accounting Fees and Services | ||||||||
Recommendation of Our Board of Directors | ||||||||
Report of the Audit Committee of Our Board of Directors | ||||||||
Proposal 3—Advisory Vote to Approve Named Executive Officer Compensation | ||||||||
Recommendation of Our Board of Directors |
Proposal 4—Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation | ||||||||
Recommendation of Our Board of Directors | ||||||||
Proposal 5 - To Approve an Amendment to Our Restated Certificate of Incorporation, As Amended, to Effect a Reverse Stock Split | ||||||||
Recommendation of Our Board of Directors | ||||||||
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | ||||||||
Executive Compensation | ||||||||
Executive Compensation Overview | ||||||||
Summary Compensation Table | ||||||||
Narrative to Summary Compensation Table | ||||||||
Outstanding Equity Awards at Fiscal Year-End | ||||||||
Equity Compensation Plan Information | ||||||||
Pay Versus Performance Disclosure | ||||||||
Potential Payments Upon Termination or Change in Control | ||||||||
Retirement Benefits | ||||||||
Employee Benefits and Perquisites | ||||||||
Prohibition on Hedging and Certain Other Transactions | ||||||||
Limitation of Liability and Indemnification | ||||||||
Director Compensation | ||||||||
Certain Relationships and Related Transactions | ||||||||
Policies and Procedures for Related Person Transactions | ||||||||
Related Person Transactions | ||||||||
Transaction of Other Business | ||||||||
Additional Information | ||||||||
Procedures for Submitting Stockholder Proposals | ||||||||
Annex A—Proposed Certificate of Amendment to Restated Certificate of Incorporation |
When | Live webcast | Record date | |||||||||||||||||||||
Wednesday, June 7, 2023 10:00 a.m., Eastern Time | meetnow.global/MAGTJQZ | April 17, 2023 |
Availability of proxy materials | ||||||||||||||
We intend to mail a Notice of Internet Availability of Proxy Materials to stockholders of record and to make this Proxy Statement and accompanying materials available on the internet on or about April |
Blue Apron Holdings, Inc. 28 Liberty Street New York, NY 10005 |
Class of Blue Apron shares | Number of outstanding shares as of the Record Date | ||||||||
Class A common stock | |||||||||
Class B common stock | none | ||||||||
Class C capital stock | none |
legalproxy@computershare.com | |||||||||||
Computershare Blue Apron Holdings, Inc. Legal Proxy P.O. Box 43001 Providence, |
INTERNET | Prior to the Annual Meeting, go to www.investorvote.com/APRN |
BY QR CODE | Scan the QR code on your proxy card |
TELEPHONE | Call toll-free 1 (800) 652-VOTE (8683) within the USA, US territories and Canada |
If you requested printed copies of proxy materials, complete, sign and date your proxy card and return in the postage-paid envelope |
THE ANNUAL MEETING | Go to meetnow.global/ |
DEADLINE TO VOTE | In order to be counted, proxies submitted by telephone, Internet or QR |
Blue Apron Holdings, Inc. Attention: Investor Relations 28 Liberty Street New York, | |||||||||||
investor.relations@blueapron.com | |||||||||||
(347) 719-4312 |
JENNIFER CARR-SMITH | BRENDA FREEMAN | |||||||||||||||||||||
BEVERLY K. CARMICHAEL | ELIZABETH HUEBNER |
The board of directors recommends that you vote FOR the election of each of Beverly K. Carmichael, Jennifer Carr-Smith, directors to serve until the 2024 annual meeting of stockholders. |
Director | | | Age | | | Blue Apron director since | | | Independent | | | Committees | | |||||||||
| Audit | | | Compensation | | | Nominating and Corporate Governance | | ||||||||||||||
• CLASS II DIRECTORS, NOMINEES FOR ELECTION AT THE 2022 ANNUAL MEETING | | |||||||||||||||||||||
| | Jennifer Carr-Smith | | | 50 | | | 2020 since 2021 | | | | | | | | | | | ||||
| | Brenda Freeman | | | 57 | | | 2020 | | | | | | | | | | | ||||
• CLASS I CONTINUING DIRECTORS, WITH TERMS EXPIRING AT THE 2024 ANNUAL MEETING | | |||||||||||||||||||||
| | Linda Findley | | | 48 | | | 2019 | | | | | | | | | | | | | | |
| | Amit Shah | | | 46 | | | 2022 | | | | | | | | | | | | |||
• CLASS III CONTINUING DIRECTORS, WITH TERMS EXPIRING AT THE 2023 ANNUAL MEETING | | |||||||||||||||||||||
| | Beverly K. Carmichael | | | 63 | | | 2022 | | | | | | | | | | | ||||
| | Peter Faricy | | | 55 | | | 2020 | | | | | | | | | | | ||||
| | Elizabeth Huebner | | | 64 | | | 2020 | | | | | | | | | | |
Director | Age | Blue Apron director since | Independent | Committees | ||||||||||||||||||||||||||||||||||||||||||||||
Audit | People, Culture and Compensation | Nominating and Corporate Governance | ||||||||||||||||||||||||||||||||||||||||||||||||
•NOMINEES FOR ELECTION AT THE 2023 ANNUAL MEETING, WITH TERMS EXPIRING AT THE 2024 ANNUAL MEETING | ||||||||||||||||||||||||||||||||||||||||||||||||||
Beverly K. Carmichael | 64 | 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||
Jennifer Carr-Smith | 51 | 2020 since 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||
Brenda Freeman | 58 | 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||
Elizabeth Huebner | 65 | 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||
•CLASS I CONTINUING DIRECTORS, WITH TERMS EXPIRING AT THE 2024 ANNUAL MEETING | ||||||||||||||||||||||||||||||||||||||||||||||||||
Linda Findley | 49 | 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||
Amit Shah | 47 | 2022 |
COMMITTEE CHAIR | COMMITTEE MEMBER | CHAIRPERSON OF THE BOARD | AUDIT COMMITTEE FINANCIAL EXPERT |
Age |
AGE 64 DIRECTOR SINCE March 2022 COMMITTEES •People, Culture and Compensation •Nominating and Corporate Governance | Beverly K. Carmichael | ü INDEPENDENT | ||||||||||||
BACKGROUND •Ms. Carmichael has served as a member of the board of directors of Cotton Patch Cafe, Inc. since January 2022, as a member of the board of directors of Viad Corp. since February 2022 and as a member of the board of directors of ezCater since March 2023. •From July 2018 to June 2021, Ms. Carmichael served on the board of directors of Leaf Group. •Ms. Carmichael served as executive vice president and chief people, culture and resource officer for Red Robin Gourmet Burgers, Inc., a chain of casual dining restaurants, from December 2017 to April 2019. •From January 2014 to December 2017, Ms. Carmichael served as senior vice president and chief people officer for Cracker Barrel Old Country Store, Inc., a chain of restaurant and gift stores. •Ms. Carmichael previously served as executive vice president and chief people officer of Ticketmaster. | •Ms. Carmichael served on the advisory board of Mogul Hospitality from September 2021 to January 2023. •Since May 2021, Ms. Carmichael has served as a member of the board of directors of the Oklahoma Policy Institute, a nonpartisan think tank. EDUCATION •Ms. Carmichael holds a B.B.A. degree in business and a J.D. degree from the University of Oklahoma. QUALIFICATIONS •We believe that Ms. Carmichael is qualified to serve as a member of our board because of her experience across multiple industries as a human resources executive and licensed labor and employment attorney, as well as her experience serving as a director of various companies, bringing corporate governance, human capital management and talent development and succession planning skills to our board. |
DIRECTOR SINCE October 2020 CHAIRPERSON OF THE BOARD OF DIRECTORS SINCE September 2021 COMMITTEES • Audit • | Jennifer Carr-Smith | |||||||||||||||||||
BACKGROUND • Ms. Carr-Smith has been the president of JCS Advisory Services, LLC, a firm providing advisory services to high growth companies in the digital, consumer space, since April 2018. In connection with her role at JCS Advisory Services, LLC, Ms. Carr-Smith has served as an interim executive and/or director at various companies. • Since July 2021, • From August 2017 to April 2018, Ms. Carr-Smith was general manager and senior vice president North America Local of Groupon, Inc., a global e-commerce marketplace. • From June 2015 to August 2017, Ms. Carr-Smith was the chief executive officer and president of Peapod Online Grocer, LLC, an online grocery delivery service. • Ms. Carr-Smith has previously served as chief operating officer of each of J. Crew Direct, giggle and Gilt.com. | • Ms. Carr-Smith has served as a member of the boards of directors of Perdue Farms since February 2019, Full Harvest EDUCATION • Ms. Carr-Smith holds a B.A. degree in economics from Brown University and an M.B.A. degree from Harvard Business School. QUALIFICATIONS • We believe that Ms. Carr-Smith is qualified to serve on our board of directors due to her experience building, scaling and transforming businesses across industry sectors, including consumer packaged goods, apparel and grocery, and her experience as an e-commerce operating |
DIRECTOR SINCE October 2020 COMMITTEES • Audit •Nominating and Corporate Governance | Brenda Freeman | |||||||||||||||||||
BACKGROUND • Ms. Freeman has served as Chief Brand Officer of Wunderkind Corporation, a marketing software company since March 2022. • Since April 2021, Ms. Freeman has served as a partner of Debut Capital, an early-stage venture fund. • Ms. Freeman founded and has served as president of Joyeux Advisory Group LLC, a firm providing advisory services to early-stage startups and Fortune 500 companies, since January 2018. • From February 2020 to February 2021, Ms. Freeman was the chief executive officer of Arteza, Inc., a direct-to-consumer arts and crafts manufacturing and supply company. • From March 2016 to December 2018, Ms. Freeman was chief marketing officer of Magic Leap, Inc., a virtual reality technology company, and from December 2018 to April 2019 was senior advisor to the chief executive officer. • From March 2015 to March 2016, Ms. Freeman served as chief marketing officer of National Geographic Channel, a television network and channel. | • Ms. Freeman has been a member of the board of directors of Caleres, Inc. | since April 2017, of Avnet since November 2018 and of WMH Technology since May 2020. Ms. Freeman previously served on the board of directors of Herman Miller, Inc. from January 2016 to June 2019 and on the board of directors of RTW Retailwinds, Inc. from April 2019 to April 2020. • Previously, Ms. Freeman served as chief marketing officer at Turner Broadcasting Systems, Inc. and was vice president, television marketing at DreamWorks Animation SKG Inc. EDUCATION • Ms. Freeman holds a B.S. degree in chemical engineering and an M.B.A. degree from the University of Maryland. QUALIFICATIONS • We believe that Ms. Freeman is qualified to serve on our board of directors due to her experience as an executive in e-commerce, direct-to-consumer, marketing and business |
AGE 65 DIRECTOR SINCE January 2020 COMMITTEES •Audit •People, Culture and Compensation | Elizabeth Huebner | ü INDEPENDENT | ||||||||||||
BACKGROUND •Ms. Huebner has served as a member of the board of directors of REI Co-op since May 2019, as a member of the board of directors of Curology, Inc. since February 2021 and as a member of the board of directors of Boom Technology, Inc. since May 2021. •From 2009 to August 2017, Ms. Huebner served on the board of directors of Blucora, Inc. •Ms. Huebner served as senior vice president and chief financial officer for Getty Images, Inc., a provider of visual content and rights services, from 2000 to 2006. •Ms. Huebner previously served as chief financial officer at each of Primus Knowledge Solutions and Fluke Corporation. | EDUCATION •Ms. Huebner holds a B.S. degree in Accounting from the University of Utah—David Eccles School of Business. QUALIFICATIONS •We believe that Ms. Huebner is qualified to serve on our board of directors due to her financial and accounting expertise and her experience in corporate development, strategic, financings, risk management, and compliance issues, as well as her experience serving as a director of various other companies. |
AGE DIRECTOR SINCE April 2019 | Linda Findley | ||||||||||||||||||
BACKGROUND • Ms. Findley has been the president and chief executive officer of Blue Apron and a member of our board of directors since April 2019. • Ms. Findley served as chief operating officer of Etsy, Inc., a global marketplace for unique and creative goods, from May 2016 to December 2018. • From October 2012 to December 2015, Ms. Findley served in multiple positions at Evernote Corporation, a mobile app for productivity, including as chief operating officer from May 2015 to December 2015, during which time she oversaw worldwide operations and led cross-functional teams in offices across seven countries. Ms. Findley served as vice president of worldwide operations at Evernote from May 2014 to May 2015, as vice president of international marketing from April 2013 to May 2014, and as director of market development from October 2012 to April 2013. | • Ms. Findley previously worked for Alibaba.com, from July 2009 to October 2012, most recently as director of global marketing and customer experience. • Since May 2018, Ms. Findley has served as a member of the board of directors of Ralph Lauren Corporation. Ms. Findley is also a member of the EDUCATION • Ms. Findley holds a B.A. degree in corporate communications and journalism from Elon University and an M.A. degree in journalism and public relations from the University of North Carolina at Chapel Hill. QUALIFICATIONS • We believe Ms. Findley is qualified to serve on our board of directors due to her experience and various senior management roles in multiple consumer technology organizations and because of her service as our president and chief executive |
DIRECTOR SINCE March 2022 COMMITTEES • Audit | Amit Shah | |||||||||||||||||||
BACKGROUND • Since February 2023, Mr. Shah has been the founder and CEO of Instalily.ai, an artificial intelligence software company, while also serving as a member of the board of directors of Instalily, Inc. •From June 2010 to December 2021, Mr. Shah served in multiple roles at 1-800-Flowers.com, Inc., an e-commerce gift retailer, including as president from August 2020 to December 2021, during which time he was responsible for leading the operations and management of the 1-800-Flowers.com brand, and as chief marketing officer from May 2017 to August 2020. • From 2007 to 2009, Mr. Shah worked for Provide Commerce, Inc., an e-commerce flower retailer. • Mr. Shah has provided leadership counsel to leading technology companies through the Google Retail Advisory Committee and the Twilio Customer Advisory Panel, and is a trusted advisor to a number of start-ups. | • Since 2013, Mr. Shah has served as a member of the board of directors and of the executive committee of the Mobile Marketing Association, a non-profit trade association. EDUCATION • Mr. Shah holds a B.A. degree in liberal arts from Bowdoin College and an M.A.L.S degree from Harvard University. QUALIFICATIONS • We believe that Mr. Shah is qualified to serve on our board of directors due to his executive-level experience in direct-to-consumer e-commerce, marketing and business strategy. |
Mitchell Cohen | ||||||||
AGE 67 INTERIM CHIEF FINANCIAL OFFICER since October 2022 | BACKGROUND •Since January 2018, Mr. Cohen has provided various financial consulting and chief financial officer services to a variety of public and private companies, through MMC Ventures, LLC, Business Talent Group, and most recently since April 2022, Randstad Professionals US, LLC d/b/a Tatum (“Tatum”). Mr. Cohen remains an employee of Tatum while serving as our interim Chief Financial Officer. ◦From April 2022 to September 2022, Mr. Cohen was interim Chief Financial Officer at Redbox, an entertainment and software company. ◦From February 2022 to April 2022, Mr. Cohen was interim Chief Financial Officer at Cerence, a software company. ◦From March 2021 to January 2022, Mr. Cohen was Chief Financial Officer at Bolt Mobility, a startup micro mobility company. •From August 2012 to December 2017, Mr. Cohen was Chief Financial Officer at Athenian Venture Partners, a venture capital firm. EDUCATION •Mr. Cohen holds a B.S. degree in economics from Queens College. |
Meredith L. Deutsch | |||||||||||
GENERAL COUNSEL AND CORPORATE SECRETARY since September 2019 | BACKGROUND • Previously, Ms. Deutsch was special counsel in the corporate department at Fried, Frank, Harris, Shriver and Jacobson, LLP, a global law firm, from February 2017 to August 2019. • Ms. Deutsch was executive vice president, general counsel and secretary at Morgans Hotel Group Co., • Ms. Deutsch was a member of the capital markets practice at Jones Day,a global law firm, for twelve years. EDUCATION • Ms. Deutsch holds a B.A. degree in history from the University of Pennsylvania and a J.D. from Cornell Law School. |
CHIEF SUPPLY CHAIN OFFICER | BACKGROUND • •From September 2018 to August 2021, Mr. Halkyard was vice president of •From April 2017 to • EDUCATION • Mr. |
CHIEF TECHNOLOGY OFFICER since June 2019 | BACKGROUND • Previously, Ms. Krechmer served as vice president of engineering at XO Group Inc., the parent company of digital brands including The Knot, The Bump, The Nest and GigMasters, from April 2014 to April 2019. • From October 2010 to April 2014, Ms. Krechmer was executive director of engineering at Amplify, a curriculum and assessment company. • Ms. Krechmer worked at Redcats USA, a global online home shopping retailer, for over seven years, most recently serving as director of enterprise platform engineering. EDUCATION • Ms. Krechmer holds a B.S. degree in applied mathematics from Odessa National ‘I.I. Mecnikov’ University in Ukraine. |
CHIEF PEOPLE OFFICER since April 2021 | BACKGROUND • Previously, Ms. Leitgeb served as chief people officer at David’s Bridal, Inc., a wedding and formal wear clothing retailer, from December 2017 to March 2021. • From May 2006 to November 2016, Ms. Leitgeb worked at Tesco PLC, a British multinational EDUCATION • Ms. Leitgeb holds a B.A. degree in political science from Oregon State University and an M.B.A degree from Portland State University. |
CHIEF | BACKGROUND • From July 2022 to October 2022, Ms. Minson provided various chief marketing office consulting services to a variety of companies through ALM Consulting. •From November 2020 to July 2022, Ms. • From •Prior to 2015, Ms. Minston held various positions at Intuit, HSN (Home Shopping Network), Zenfolio, Time Warner, and EDUCATION • Ms. |
Independence |
Chairperson of the Board | President and Chief Executive Officer | |||||||||||||||||||
JENNIFER CARR-SMITH | LINDA FINDLEY | |||||||||||||||||||
• Leads our board in its fundamental role of providing advice to and oversight of management | • Focuses on running the business |
Our amended and restated by-laws provide that our board of directors may delegate responsibility to committees. Our board of directors has three standing committees: | ||||||||||||||||
Our board of directors has also adopted a written charter for each of the three standing committees. Each committee charter is available under the heading “Corporate Governance—Governance Documents” on the Investor Relations section of our website, which is located at |
Audit Committee | |||||||||
MEMBERS | MEETINGS DURING FYE DECEMBER 31, | ||||||||
•Elizabeth Huebner • Jennifer Carr-Smith •Brenda Freeman •Amit Shah* *appointed March 2022 | |||||||||
KEY RESPONSIBILITIES Our audit committee’s responsibilities include: •appointing, approving the compensation of, and assessing the independence of our registered public accounting firm; •overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm; •reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures; •coordinating our board of directors’ oversight of our internal control over financial reporting, disclosure controls and procedures, and code of conduct and ethics; •reviewing and discussing our risk management policies, including cybersecurity, information security and technology risks and food safety and other regulatory risks; •establishing policies regarding hiring employees from the registered public accounting firm and procedures for the receipt and retention of accounting related complaints and concerns; •meeting independently with our registered public accounting firm and management; | •reviewing and approving or ratifying any related person transactions; and •preparing the audit committee report required by SEC rules. All audit services and all non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm must be approved in advance by our audit committee. QUALIFICATIONS Our board of directors has determined that each member of our audit committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and the NYSE. Our board of directors has designated Ms. Huebner as an “audit committee financial expert,” as defined under the applicable rules of the SEC. CHARTER Our audit committee operates under a written charter adopted by our board of directors, a current copy of which is available under the heading “Corporate Governance—Governance Documents” on the Investor Relations section of our website, which is located at investors.blueapron.com. AUDIT COMMITTEE REPORT The Report of the Audit Committee of the Board of Directors is on page 38 of this Proxy Statement. |
People, Culture and Compensation Committee | üALL MEMBERS ARE INDEPENDENT | ||||
MEMBERS | MEETINGS DURING FYE DECEMBER 31, 2022 8 | ||||
•Beverly K. Carmichael* •Jennifer Carr-Smith •Elizabeth Huebner •Peter Faricy** *appointed March 2022 **resigned October 2022 | |||||
KEY RESPONSIBILITIES Our people, culture and compensation committee’s responsibilities include: •annually reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer; •determining the compensation of our chief executive officer; •reviewing and approving, or making recommendations to our board of directors with respect to, the compensation of our other executive officers; •overseeing an evaluation of our senior executives; •overseeing and administering our cash and equity incentive plans; •reviewing and making recommendations to our board of directors with respect to director compensation; •reviewing and discussing annually with management our “Compensation Discussion and Analysis” disclosure to the extent such disclosure is required by SEC rules; •preparing annual people, culture and compensation committee reports to the extent required by SEC rules; •overseeing periodic review of succession planning for executive officers, including transitional leadership in the event of an unplanned vacancy; and •reviewing and discussing with management the development, implementation and effectiveness of our policies and strategies regarding diversity and inclusion. Typically, our people, culture and compensation committee meets quarterly and with greater frequency if necessary. The agenda for each meeting is usually developed by our people, culture and compensation committee, in consultation with our president and chief executive officer and our chief people officer. | Our people, culture and compensation committee meets regularly in executive session. Our president and chief executive officer may not participate in, or be present during, any deliberations or determinations of our people, culture, and compensation committee regarding her compensation or individual performance objectives. Our people, culture and compensation committee has the authority to obtain, at our expense, advice and assistance from compensation consultants and internal and external legal, accounting or other advisors and other external resources that our people, culture and compensation committee considers necessary or appropriate in the performance of its duties. Our people, culture and compensation committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the people, culture and compensation committee, other than in-house legal counsel and certain other types of advisers, only after assessing the independence of such person in accordance with SEC and NYSE requirements that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent. CHARTER Our people, culture and compensation committee operates under a written charter adopted by our board of directors, a current copy of which is available under the heading “Corporate Governance—Governance Documents” on the Investor Relations section of our website, which is located at investors.blueapron.com. |
Nominating and Corporate Governance Committee | üALL MEMBERS ARE INDEPENDENT | |||||||
MEMBERS | MEETINGS DURING FYE DECEMBER 31, 2022 5 | |||||||
•Brenda Freeman •Beverly K. Carmichael* •Jennifer Carr-Smith •Peter Faricy** *appointed March 2022 **resigned October 2022 | ||||||||
KEY RESPONSIBILITIES Our nominating and corporate governance committee’s responsibilities include: •identifying individuals qualified to become members of our board of directors; •recommending to our board of directors the persons to be nominated for election as directors and to each of the board of directors’ committees; •developing and recommending to the board of directors corporate governance principles; and •overseeing an annual evaluation of the board of directors. | CHARTER Our nominating and corporate governance committee operates under a written charter adopted by our board of directors, a current copy of which is available under the heading “Corporate Governance—Governance Documents” on the Investor Relations section of our website, which is located at investors.blueapron.com. |
Our Management | ||||||||
•Our management is responsible for risk management on a day-to-day basis. | ||||||||
Our Board of Directors | ||||||||
•Our board of directors oversees our risk management processes directly and through its committees. The role of our board of directors and its committees is to oversee the risk management activities of our management. They fulfill this duty by discussing with management the policies and practices utilized by management in accessing and managing risks and providing input on those policies and practices. Our board of directors receives and provides feedback on regular updates from management regarding our top risks, including updates from members of management responsible for overseeing impacted areas, governance processes associated with managing these risks, and the status of projects to strengthen our risk mitigation efforts. The board receives updates through presentations, memos and other written materials, teleconferences, and other appropriate means of communication, with numerous opportunities for discussion and feedback, and continuously evaluates its approach in addressing top risks as circumstances evolve. Our risk oversight processes and disclosure controls and procedures are designed to appropriately escalate key risks to the board, as well as to analyze potential risks for disclosure. | In general, our board of directors oversees risk management activities relating to: ◦business strategy, ◦capital allocation, ◦organizational structure, and ◦certain operational risk, including risks related to cybersecurity, food safety, sustainability, human capital management, and supply chain inflation. •Each committee reports to the full board of directors on a regular basis, including reports with respect to each committee's risk oversight activities as appropriate. In addition, because risk issues often overlap, committees from time to time request that the full board of directors discuss particular risks. |
•Our audit committee oversees risk management activities related to financial controls, legal and compliance, cybersecurity, food safety and other regulatory risks. | •Our people, culture and compensation committee oversees risk management activities relating to our compensation policies and practices (including to assess whether such policies and practices could lead to unnecessary risk-taking behavior), and management succession planning. | •Our nominating and corporate governance committee oversees risk management activities relating to the composition of our board of directors and corporate governance, including our governance structure. |
Blue Apron Holdings, Inc. Attention: Corporate Secretary 28 Liberty Street New York, NY 10005 |
Blue Apron Holdings, Inc. Attention: Corporate Secretary 28 Liberty Street New York, NY 10005 |
Year ended December 31, | ||||||||||||||
Fee category | 2022 ($) | 2021 ($) | ||||||||||||
Audit fees | 1,940 | 1,395 | ||||||||||||
Audit-related fees | 201 | 239 | ||||||||||||
All other fees | — | — | ||||||||||||
Total fees | 2,141 | 1,634 |
The board of directors recommends that you vote FOR the ratification and appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. |
Statement beginning on page 52, including “Executive Compensation | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Our board of directors is asking stockholders to approve a non-binding advisory vote on the following resolution: RESOLVED, that the compensation paid to the company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Recommendation of Our Board of Directors
BLUE APRON 2023 PROXY STATEMENT 39 Proposal 4— ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION In Proposal 3, we are providing our stockholders the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers. In this Proposal 4, we are asking our stockholders to cast a non-binding advisory vote regarding the frequency of future advisory votes to approve named executive officer compensation. Stockholders may vote for a frequency of every one, two, or three years, or may abstain. Our board of directors believes that an annual executive compensation advisory vote will facilitate more direct stockholder input about named executive officer compensation and is consistent with our policy of reviewing our compensation program annually, as well as seeking frequent input from our stockholders on corporate governance and executive compensation matters.We believe an annual vote would be the best governance practice for our company at this time. Our board of directors will take into consideration the outcome of this vote in making a determination about the frequency of future named executive officer compensation advisory votes. However, because this vote is advisory and non-binding, our board of directors may decide that it is in the best interests of our stockholders and the company to hold the advisory vote to approve executive compensation more or less frequently than the option selected by a plurality of our stockholders. Recommendation of Our Board of Directors
40BLUE APRON 2023 PROXY STATEMENT Proposal 5— TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO EFFECT A REVERSE STOCK SPLIT We are seeking stockholder approval for an amendment to our restated certificate of incorporation to effect a reverse stock split (the “Reverse Stock Split”) of our issued and outstanding Class A common stock using a ratio of not less than 1-for-5 and not more than 1-for-20, with the split ratio and the implementation and timing of such Reverse Stock Split to be determined in the discretion of our board of directors. As further described below, if this proposal is approved, our board of directors may determine to effect the Reverse Stock Split at any time prior to the Criteria to be Used for Decision to Apply the Reverse Stock Split If our stockholders approve the Reverse Split Proposal, our board of directors will be authorized to proceed with the Reverse Stock Split. The exact ratio of the Reverse Stock Split, within the 1-for-5 to 1-for-20 range, would be determined by our board of directors and publicly announced by us prior to the effective time of the Reverse Stock Split. In determining whether to proceed with the Reverse Stock Split and setting the appropriate split ratio for the Reverse Stock Split, if any, following the receipt of stockholder approval, our board of directors may consider, among other things, factors such as: •the historical trading prices and trading volume of our Class A common stock; •the number of shares of our Class A common stock outstanding prior to and after the Reverse Stock Split; •the then-prevailing and expected trading price and trading volume of our Class A common stock and the anticipated impact of the Reverse Stock Split (including the reduction in the number of outstanding shares) on the trading market for our Class A common stock; •the initial or continuing listing requirements of various stock exchanges, including the NYSE; •the anticipated impact of a particular ratio on our ability to reduce administrative and transactional costs; •business developments affecting us; and •prevailing general market and economic conditions. BLUE APRON 2023 PROXY STATEMENT 41 PROPOSAL 5―TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO EFFECT A REVERSE STOCK SPLIT | RECOMMENDATION OF OUR BOARD OF DIRECTORS Background and Reasons for the Reverse Stock Split Our board of directors is seeking authority to effect the Reverse Stock Split with the primary intent of increasing the per-share price of our Class A common stock to meet the price criteria for continued listing of our Class A common stock on the NYSE. Our Class A common stock is publicly traded and listed on the NYSE under the symbol “APRN." Our board of directors believes that, in addition to increasing the per-share price of our Class A common stock to meet the price criteria for continued listing on the NYSE, the Reverse Stock Split would also make our common stock more attractive to a broader range of institutional and other investors. Accordingly, for these and other reasons discussed below, we believe that effecting the Reverse Stock Split is in the company’s and its stockholders’ best interests. At our 2019 annual meeting of stockholders, our stockholders approved an amendment to our restated certificate of incorporation to effect a reverse stock split of our then outstanding shares of Class A common stock and Class B common stock at a ratio of not less than 1-for-5 and not more than 1-for-15, with the exact ratio to be set within that range at the discretion of our board of directors before our 2020 annual meeting of stockholders. Following the 2019 annual meeting of stockholders, on June 13, 2019, our board of directors approved the implementation of that reverse stock split at a ratio of 1-for-15. On June 14, 2019, that reverse stock split became effective when we filed a certificate of amendment to our restated certificate of incorporation with the Secretary of State of the State of Delaware to effect the 1-for-15 reverse stock split of the then outstanding shares of our Class A common stock and Class B common stock. On December 21, 2022, we received written notice from the NYSE notifying us that we no longer satisfied the continued listing compliance standard set forth Section 802.01C of the NYSE Listed Company Manual because the average closing price of our Class A common stock was less than $1.00 per share over a consecutive 30-day trading period (the “Share Price Rule”). In accordance with Section 802.01C of the NYSE Listed Company Manual, we have until the date six months following receipt of the notice, or June 21, 2023 (the “Compliance Date”), to regain compliance with the Share Price Rule, with the possibility of extension at the discretion of the NYSE (the “Share Price Cure Period”). In order to regain compliance with the Share Price Rule, on the last trading day in any calendar month during the Share Price Cure Period, our Class A common stock must have: (i) a closing price of at least $1.00 per share; and (ii) an average closing price of at least $1.00 per share over the 30 trading-day period ending on the last trading day of such month. If we do not regain compliance with the Share Price Rule by the Compliance Date, then our Class A common stock may be subject to delisting. We also received written notification on December 21, 2022 from the NYSE notifying us that we no longer satisfied the continued listing compliance standard set forth in Section 802.01B of the NYSE Listed Company Manual because our average global market capitalization over a consecutive 30 trading-day period was less than $50.0 million and, at the same time, our last reported stockholders’ equity was less than $50.0 million. In accordance with Section 802.02 of the NYSE Listed Company Manual, we submitted a plan for curing the market capitalization deficiency to the NYSE and the NYSE has accepted the plan. The proposed Reverse Stock Split is not intended to address the market capitalization standard. In the event we are delisted from the NYSE, the only established trading market for our Class A common stock would be eliminated, and we would be forced to list our shares on the OTC Markets or another quotation medium, depending on our ability to meet the specific listing requirements of those quotation systems. As a result, an investor would likely find it more difficult to trade or obtain accurate price quotations for our shares. Delisting would likely also reduce the visibility, liquidity, and value of our Class A common stock, reduce institutional investor interest in our company, and may increase the volatility of our Class A common stock. Delisting could also cause a loss of confidence of potential industry partners, lenders, and employees, which could further harm our business and our | In addition, in determining to seek authorization for the Reverse Stock Split, our board of directors considered that the implementation of a reverse stock split is likely to increase the trading price of our Class A common stock as a result of the reduction in the number of shares outstanding. Our 42BLUE APRON 2023 PROXY STATEMENT PROPOSAL 5―TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO EFFECT A REVERSE STOCK SPLIT | RECOMMENDATION OF OUR BOARD OF DIRECTORS For example, some investors may prefer to invest in stocks that trade at a per-share price range more typical of companies listed on the NYSE, and, because of the trading volatility often associated with low-priced stocks, certain institutional investors may be prohibited in their investment charters from purchasing stocks that trade below certain minimum price levels. In addition, brokerage firms may be reluctant to recommend lower-priced stocks to their clients. Further, brokerage commissions paid by investors, as a percentage of a total transaction, tend to be higher for lower-priced stocks. As a result, certain investors may also be dissuaded from purchasing lower-priced stocks. Our Although we expect that the Reverse Stock Split will increase the market price of our Class A common stock as result of having fewer outstanding shares, the Reverse Stock Split may not Certain Risks Associated with the Reverse Stock Split Reducing the number of outstanding shares of our Class A common stock through the Reverse Stock Split is intended, absent other factors, to increase the per-share trading price of our Class A common stock above $1.00 to meet the Share Price Rule. However, other factors, such as our financial results, market conditions and the market perception of our business, may adversely affect the trading price of our Class A common stock. As a result, there can be no assurance that the Reverse Stock Split, if completed, will result in the intended benefits described above, that the trading price of our Class A common stock will increase following the Reverse Stock Split, that the trading price of our Class A common stock will not decrease in the future or that we will remain in or be The proposed Reverse Stock Split may decrease the liquidity of our Class A common stock and result in higher transaction costs. The liquidity of our Class A common stock may be negatively impacted by the Reverse Stock Split, given the reduced number of shares that would be outstanding after the Reverse Stock Split, particularly if the per-share trading price does not increase as a result of the Reverse Stock Split. For instance, if the Reverse Stock Split is implemented, it may result in some stockholders owning "odd lots" (less than 100 shares) of Class A common stock. Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots may be higher than the costs of transactions in "round lots" of even multiples of 100 shares. If we effect the Reverse Stock Split, the resulting per-share stock price may nevertheless fail to attract institutional investors and may not satisfy the investing guidelines of such investors and, consequently, the trading liquidity of our common stock may not improve. Accordingly, the Reverse Stock Split may not achieve the desired results of increasing marketability of our Class A common stock as described above. You should also keep in mind that the implementation of the Reverse Stock Split does not have an effect on the actual or intrinsic value of our business or a stockholder’s proportional ownership in our company (subject to the treatment of fractional shares). However, should the overall value of our Class A common stock decline after the proposed Reverse Stock Split, then the actual or intrinsic value of the shares of our Class A common stock held by you will also proportionately decrease as a result of the overall decline in value. BLUE APRON 2023 PROXY STATEMENT 43 PROPOSAL 5―TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO EFFECT A REVERSE STOCK SPLIT | RECOMMENDATION OF OUR BOARD OF DIRECTORS Reservation of Right to Abandon the Amendment to our Restated Certificate of Incorporation and the Reverse Stock Split Our By voting in favor of the amendment to our restated certificate of incorporation, stockholders are also expressly authorizing the board of directors to determine not to proceed with, and abandon, a Procedure for Implementing the Reverse Stock Split If stockholders approve the Reverse Split Proposal and if our board of directors elects to implement the If our stockholders approve the Reverse Split Proposal and our board of directors elects to implement the Reverse Stock Split, depending on the split ratio for the Reverse Stock Split determined by our board of directors, a The actual number of shares issued and outstanding after giving effect to the |
After the effective time of the Reverse Stock Split, our Class A common stock will have a new Committee on Uniform Securities Identification Procedures (“CUSIP”) number, which is a number used to identify our equity securities, and stock certificates with the older CUSIP number will need to be exchanged for stock certificates with the new CUSIP number by following the procedures described below. The Reverse Stock Split is not intended as, and would not have the effect of, a “going private transaction” covered by Rule 13e-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). After the Reverse Stock Split, we will continue to be subject to the periodic reporting and other requirements of the Exchange Act. Assuming split ratios of 1-for-5, 1-for-12.5 and 1-for-20, which reflect the low end, middle and high end of the range that our stockholders are being asked to approve, the following table sets forth (i) the number of shares of our Class A common stock that would be issued and outstanding, (ii) the number of shares of our Class A common stock that would be reserved for issuance pursuant to outstanding options, warrants, restricted stock units and performance stock units, and (iii) the weighted-average exercise price of outstanding options and warrants, each giving effect to the Reverse Stock Split and based on 70,468,683 shares of Class A common stock outstanding as of April 10, 2023. 44BLUE APRON 2023 PROXY STATEMENT PROPOSAL 5―TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO EFFECT A REVERSE STOCK SPLIT | RECOMMENDATION OF OUR BOARD OF DIRECTORS
If our board of directors does not implement the Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in the Reverse Split Proposal, except to Authorized Shares of Class A Common Stock Currently, we are authorized to issue up to a total of 2,185,000,000 shares of capital stock, consisting of 1,500,000,000 shares of Class A common stock, 175,000,000 shares of Class B common stock, 500,000,000 shares of Class C capital stock and | The Reverse Stock Split could, under certain circumstances, have an anti-takeover effect, although this is not the intent of the board of directors. For example, it may be possible for the board of directors to delay or impede a takeover or transfer of control of our company by causing the additional shares of our Class A common stock that will be available for issuance as a result of the Reverse Stock Split to be issued to holders who might side with the board of directors in opposing a takeover bid that the board of directors determines is not in the best interests of our company or our stockholders. The Reverse Stock Split, therefore, may have the effect of discouraging unsolicited takeover attempts. By potentially discouraging initiation of any such unsolicited takeover attempts, the Reverse Stock Split may limit the opportunity for our stockholders to dispose of their shares at the higher price generally available in takeover attempts or that may be available under a merger proposal. The Reverse Stock Split may have the effect of permitting our current BLUE APRON 2023 PROXY STATEMENT 45 PROPOSAL 5―TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO EFFECT A REVERSE STOCK SPLIT | RECOMMENDATION OF OUR BOARD OF DIRECTORS Beneficial Holders of Class A Common Stock (i.e., stockholders who hold in street name) If our board of directors elects to implement the Reverse Stock Split, then, for purposes of implementing the Reverse Stock Split, we intend to treat shares held by stockholders through a bank or broker, trustee or nominee in the same manner as registered stockholders whose shares are registered in their names. Banks or brokers, trustees or nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding our Class A common stock in street name. However, these banks or brokers, trustees or nominees may have different procedures than registered stockholders for processing the Reverse Stock Split. Stockholders who hold shares of our Class A common stock with a bank or broker, trustee or nominee and who have any questions in this regard are encouraged to contact their banks or brokers, trustees or nominees. Registered "Book-Entry" Holders of Class A Common Stock (i.e., stockholders that are registered on our transfer agent's books and records but do not hold stock certificates) Certain of our registered holders of Class A common stock may hold some or all of their shares electronically in book-entry form with our transfer agent. These stockholders do not have physical stock certificates evidencing their ownership of Class A common stock. They are, however, provided with a periodic statement reflecting the number of shares of Class A common stock registered in their accounts. Stockholders who hold shares of Class A common stock electronically in book-entry form with our transfer agent will not need to take further action to receive whole shares of post-Reverse Stock Split Class A common stock or payment in lieu of fractional shares if applicable. If a stockholder is entitled to post-Reverse Stock Split shares, a transaction statement will automatically be sent to the stockholder’s address of record indicating the number of shares of our Class A common stock held following the Reverse Stock Split. Exchange of Stock Certificates If the Reverse Stock Split is effected, stockholders holding certificated shares (i.e., shares represented by one or more physical stock certificates) will be requested to exchange their old stock certificate(s) ("Old Certificate(s)") for shares held in book-entry form at the transfer agent in their direct registration system representing the appropriate number of whole shares of our Class A common stock, resulting from the Reverse Stock Split. Stockholders of record upon the effective time of the Reverse Stock Split will be furnished the necessary materials and instructions for the surrender and exchange of their Old Certificate(s) at the appropriate time by our transfer agent, Computershare. Stockholders will not have to pay any transfer fee or other fee in connection with such exchange. As soon as practicable after the effective time of the Reverse Stock Split, our transfer agent will send a transmittal letter to each stockholder advising such holder of the procedure for surrendering Old Certificate(s) in exchange for new shares held in book-entry form. Your Old Certificate(s) representing pre-split shares cannot be used for either transfers or deliveries. Accordingly, you must exchange your Old Certificate(s) in order to effect transfers or deliveries of your shares. YOU SHOULD NOT SEND YOUR OLD CERTIFICATES NOW. YOU SHOULD SEND THEM ONLY IF WE EFFECT A REVERSE STOCK SPLIT AND YOU RECEIVE A LETTER OF TRANSMITTAL FROM OUR TRANSFER AGENT. As soon as practicable after the surrender to our transfer agent of any Old Certificate(s), together with a properly completed and duly executed transmittal letter and any other documents our transfer agent may specify, our transfer agent will have its records adjusted to reflect that the shares represented by such Old Certificate(s) are held in book-entry form in the name of such person. Until surrendered as contemplated herein, a stockholder's Old Certificate(s) shall be deemed at and after the effective time of the Reverse Stock Split to represent the number of whole shares of our Class A common stock, as applicable, resulting from the Reverse Stock Split. Any stockholder whose Old Certificate(s) have been lost, destroyed or stolen will be entitled to new shares in book-entry form only after complying with the requirements that we and our transfer agent customarily apply in connection with lost, stolen or destroyed certificates. 46BLUE APRON 2023 PROXY STATEMENT PROPOSAL 5―TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO EFFECT A REVERSE STOCK SPLIT | RECOMMENDATION OF OUR BOARD OF DIRECTORS No service charges, brokerage commissions or transfer taxes shall be payable by any holder of any Old Certificate, except that if any book-entry shares are to be issued in a name other than that in which the Old Certificate(s) are registered, it will be a condition of such issuance that (1) the person requesting such issuance must pay to us any applicable transfer taxes or establish to our satisfaction that such taxes have been paid or are not payable, (2) the transfer complies with all applicable federal and state securities laws, and (3) the surrendered certificate is properly endorsed and otherwise in proper form for transfer. Any stockholder who wants to continue holding certificated shares may request new certificate(s) from our transfer agent. Fractional Shares If our board of directors elects to implement the Reverse Stock Split, fractional shares will not be issued. Stockholders of record and stockholders who hold their shares through a bank or broker, trustee or nominee who would otherwise hold fractional shares of our Class A common stock as a result of the Reverse Stock Split will be entitled to receive a cash payment (without interest and subject to applicable withholding taxes) in lieu of such fractional shares. Each such stockholder will be entitled to receive an amount in cash equal to the fraction of one share to which such stockholder would otherwise be entitled multiplied by the closing price per share of the Class A Common Stock on the NYSE at the close of business on the trading day preceding the date of the effective time of the Reverse Stock Split multiplied by the reverse stock split ratio. Stockholders should be aware that, under the escheat laws of the various jurisdictions where stockholders reside, where we are domiciled and where the funds will be deposited, sums due for fractional interests resulting from the Reverse Stock Split or fractional interests in new shares of Class A common stock that are not timely claimed after the effective time of the Reverse Stock Split in accordance with applicable law may be required to be paid to the designated agent for each such jurisdiction. Thereafter, stockholders otherwise entitled to receive such funds may have to seek to obtain them directly from the state to which they were paid. Effect of the Reverse Stock Split on Employee Plans, Options, Restricted Stock Units and Performance Stock Units Pursuant to our 2012 Equity Incentive Plan and our 2017 Equity Incentive Plan, in connection with any Reverse Stock Split, our board of directors will reduce the number of shares of Class A common stock reserved for issuance under such plans in proportion to the ratio of the Reverse Stock Split. In addition, pursuant to the various instruments governing our then outstanding stock options, restricted stock units and performance stock units, in connection with any Reverse Stock Split, our board of directors will reduce the number of shares of Class A common stock issuable upon the exercise or vesting of such stock options, restricted stock units and performance stock units in proportion to the split ratio of the Reverse Stock Split and proportionately increase the exercise price of our outstanding stock options. In connection with such proportionate adjustments, the number of shares of Class A common stock issuable upon exercise or vesting of outstanding stock options, restricted stock units and performance stock units will be rounded down to the nearest whole share, the exercise prices of stock options will be rounded up to the nearest cent and no cash payment will be made in respect of such rounding. No Appraisal Rights Stockholders do not have a right to dissent and obtain appraisal of, or payment for, such stockholders’ capital stock under the Delaware General Corporation Law, our restated certificate of incorporation, or our bylaws in connection with the Reverse Stock Split. Accounting Matters The amendment to our restated certificate of incorporation would not affect the per-share par value of our Class A common stock, which would remain $0.0001 par value per share, while the number of outstanding shares of Class A common stock would decrease in accordance with the split ratio. As a result, as of the effective time of the Reverse Stock Split, the stated capital attributable to Class A common stock on our balance sheet would decrease and the additional paid-in capital account on our balance sheet would increase by an offsetting amount due to the Reverse Stock Split. Following the Reverse Stock Split, reported per-share net income or loss will be higher because there will be fewer shares of Class A common stock outstanding, and we would adjust historical per-share amounts set forth in our future financial statements. BLUE APRON 2023 PROXY STATEMENT 47 PROPOSAL 5―TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO EFFECT A REVERSE STOCK SPLIT | RECOMMENDATION OF OUR BOARD OF DIRECTORS Material U.S. Federal Income Tax Consequences of the Reverse Stock Split The following discussion is a summary of the material U.S. federal income tax consequences of the proposed Reverse Stock Split to U.S. Holders (as defined below). This discussion is based on the Internal Revenue Code of 1986, as amended, (the "Code"), U.S. Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (the "IRS"), in each case in effect as of the date of this Proxy Statement. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a U.S. Holder. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the proposed Reverse Stock Split. For purposes of this discussion, a "U.S. Holder" is a beneficial owner of our Class A common stock that, for U.S. federal income tax purposes, is: •an individual who is a citizen or resident of the United States; •a corporation (or any other entity or arrangement treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof, or the District of Columbia; •an estate, the income of which is •a trust if (1) its administration is subject to the primary supervision of a court within the United States and all of its substantial decisions are subject to the control of one or more "United States persons" (within the meaning of Section 7701(a)(30) of the Code), or (2) it has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a United States person. This discussion is limited to U.S. Holders who hold our Class A common stock as a "capital asset" within the •Financial institutions; •Insurance companies; •Real estate investment trusts; •Regulated investment companies; •Grantor trusts; •U.S. expatriates and former citizens or long-term residents of the United States; •Persons subject to special tax accounting rules as a result of any item of gross income with respect to our Class A common stock being taken into account in an "applicable financial statement" (as defined in the Code); •Persons who hold or received our Class A common stock pursuant to the exercise of any employee stock option or otherwise as compensation; •Tax-exempt organizations; •Dealers or traders in securities or currencies; •U.S. Holders who hold Class A common stock as part of a position in a straddle or as part of a hedging, conversion or integrated transaction for U.S. federal income tax purposes; or •U.S. Holders who have a functional currency other than the U.S. dollar. If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) is the beneficial owner of our Class A common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the 48BLUE APRON 2023 PROXY STATEMENT PROPOSAL 5―TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO EFFECT A REVERSE STOCK SPLIT | RECOMMENDATION OF OUR BOARD OF DIRECTORS In addition, the following discussion does not address the U.S. federal estate and gift tax, alternative minimum tax, or state, local and non-U.S. tax consequences of the proposed Reverse Stock Split. Furthermore, the following discussion does not address any tax consequences of transactions effectuated before, after or at the same time as the proposed Reverse Stock Split, whether or not they are in connection with the proposed Reverse Stock Split. THIS DISCUSSION IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE TAX ADVICE. STOCKHOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PROPOSED REVERSE STOCK SPLIT ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY. The proposed Reverse Stock Split is intended to be treated as a "recapitalization" for U.S. federal income tax purposes pursuant to Section 368(a)(1)(E) of the Code. As a result, a U.S. Holder generally should not recognize gain or loss upon the proposed Reverse Stock Split for U.S. federal income tax purposes, except with respect to cash received in lieu of a fractional share of our |
| | | | Year ended December 31, | | |||||||||
| Fee category | | | 2021 ($) | | | 2020 ($) | | ||||||
| Audit fees | | | | | 1,395 | | | | | | 1,368 | | |
| Audit-related fees | | | | | 239 | | | | | | 162 | | |
| Tax fees | | | | | ― | | | | | | ― | | |
| All other fees | | | | | ― | | | | | | 4 | | |
| Total fees | | | | | 1,634 | | | | | | 1,534 | | |
A U.S. Holder that, pursuant to the proposed Reverse Stock Split, receives cash in lieu of a fractional share of our Class A common stock should recognize capital gain or loss in an amount equal to the difference, if any, between the amount of cash received and the portion of the U.S. Holder's aggregate adjusted tax basis in the shares of our Class A common stock surrendered that is allocated to such fractional share. Such capital gain or loss will be short term if the pre-Reverse Stock Split shares were held for one year or less at the effective time of the Reverse Stock Split and long term if held for more than one year. Payments of cash made in lieu of a fractional share of our Class A common stock may, under certain circumstances, be subject to information reporting and backup withholding. To avoid backup withholding, each holder of our Class A common stock that does not otherwise establish an exemption should furnish its taxpayer identification number and comply with the applicable certification procedures. Backup withholding is not an additional tax and amounts withheld will be allowed as a credit against the holder's U.S. federal income tax liability and may entitle such holder to a refund, provided the required information is timely furnished to the IRS. U.S. Holders should consult their own tax advisors regarding the application of the information reporting and backup withholding rules to them. Recommendation of Our Board of Directors
BLUE APRON 2023 PROXY STATEMENT 49 Security Ownership of Certain Beneficial Owners and Management AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information known to us regarding the beneficial ownership of our capital stock as of March 31, • each person, or group of affiliated persons, known by us to beneficially own more than 5% of our Class A common stock; • each of our named executive officers; • each of our directors; and • all of our executive officers and directors as a group. Applicable percentage ownership is based on
In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of Class A common stock subject to options, warrants or other rights held by such person that are currently exercisable or will become exercisable within 60 days after March 31,
50BLUE APRON 2023 PROXY STATEMENT SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS *Less than 1% (1)Consists of: (i) 1,250 shares of Class A common stock beneficially owned by Aspiration Growth Opportunities II GP, LLC (of which Mr. Sanberg is managing member); (ii) 6,622,956 shares of Class A common stock held by RJB Partners LLC (of which Mr. Sanberg is managing member) ("RJB Partners"); (iii) 1,666,666 of Class A common stock held by Long Live Bruce, LLC (of which Mr. Sanberg is the managing member; (iv) 176,991 shares of Class A common stock held by Remember Bruce, LLC (of which Mr. Sanberg is the managing member ); (v) 9,823,009 of Class A common stock issuable upon the Second RJB Closing, which has not yet closed, (as defined under “Related Party Transactions” of this Proxy Statement); and (vi) 9,271,620 shares of Class A common stock issuable upon the exercise of warrants held by RJB Partners. Does not reflect impact of the exercise caps in the warrants purchased pursuant to the Purchase Agreement dated September 15, 2021, that we entered into with RJB Partners and Matthew B. Salzberg (the “September 2021 Purchase Agreement”) and the February 2022 Purchase Agreement (as defined under “Related Party Transactions” of this Proxy Statement), which prohibit RJB Partners from exercising warrants for such number of shares of Class A common stock to the extent that if the warrants were exercisable, such exercise would result in RJB Partners and/or its affiliates owning more than 33% of the aggregate outstanding voting power of the company’s equity interests. Share amounts include the shares of Class A common stock referred to in Footnote 4 below. (2)Pursuant to the September 2021 Purchase Agreement and the February 2022 Purchase Agreement, as further described under “Related Person Transactions” of this Proxy Statement, RJB Partners (of which Mr. Sanberg is managing member) and its affiliates under common control are required to vote all shares in excess of 19.9% of the company’s outstanding voting securities in proportion with the company’s other stockholders. (3)Consists of: (i) 6,622,956 shares of Class A common stock beneficially owned by RJB Partners; (ii) 9,823,009 of Class A common stock issuable upon the Second RJB Closing; and (iii) 9,271,620 shares of Class A common stock issuable upon the exercise of warrants held by RJB Partners. Does not reflect impact of the exercise caps in the warrants purchased pursuant to the September 2021 Purchase Agreement and February 2021 Purchase Agreement, which prohibit RJB Partners from exercising warrants for such number of shares of Class A common stock to the extent that if the warrants were exercisable, such exercise would result in RJB Partners and/or its affiliates owning more than 33% of the aggregate outstanding voting power of the company’s equity interests. Share amounts include the shares of Class A common stock referred to in Footnote 4 below. (4)As reported on a 13D filed on November 15, 2021 by RJB Partners and Mr. Sanberg, RJB Partners reported ownership of 6,362,783 shares of our Class A common stock, and further that “the purchase price” for such shares “was funded with a portion of the proceeds of a loan from O’Connor and Associates, a subsidiary of UBS Group AG (“UBS O’Connor”), which is secured by, among other things, a customary pledge of all of the shares of Class A Common Stock held by RJB Partners and Mr. Sanberg.” As reported on a Schedule 13G filed with the SEC on February 13, 2023, UBS O’Connor, LLC reported that it has sole voting and dispositive power with respect to 6,265,813 shares of our outstanding Class A common stock. These 6,362,783 shares are also included in Footnotes 1 and 3 above. (5)The information shown is based upon disclosures filed on a Schedule 13G/A with the SEC on February 10, 2023 based on holdings as of December 31, 2022 by DPH Holdings Ltd. The address of DPH Holdings Ltd. is: SUITE 3E-1, LANDMARK SQUARE 64 EARTH CLOSE, GRAND CAYMAN E9 KY1-9006. (6)Consists of (i) 234,644 shares of Class A common stock held by Ms. Findley; (ii) 17,329 shares of Class A common stock issuable to Ms. Findley pursuant to restricted stock units vesting within 60 days of March 31, 2023; and (iii) 26,440 shares of Class A common stock issuable upon the exercise of warrants held by Ms. Findley. (7)Consists of (i) 39,496 shares of Class A common stock held by Ms. Deutsch; and (ii) 6,845 shares of Class A common stock issuable to Ms. Deutsch pursuant to restricted stock units vesting within 60 days of March 31, 2023. (8)Consists of (i) 56,516 shares of Class A common stock held by Ms. Krechmer; and (ii) 8,493 shares of Class A common stock issuable to Ms. Krechmer pursuant to restricted stock units vesting within 60 days of March 31, 2023. (9)Consists of (i) 49,388 shares of Class A common stock held by Ms. Huebner; and (ii) 8,065 shares of Class A common stock issuable upon the exercise of warrants held by Ms. Huebner. (10)Consists of (i) 466,104 shares of Class A common stock; (ii) 35,344, shares of Class A common stock issuable pursuant to restricted stock units vesting within 60 days of March 31, 2023; and (iii) 34,505 shares of Class A common stock issuable upon the exercise of warrants. (11)In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of Class A common stock subject to options, warrants or other rights held by such person that are currently exercisable or will become exercisable within 60 days after March 31, 2023 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. BLUE APRON 51 This section describes the material elements of compensation awarded to, earned by or paid to our chief executive officer and our two most highly compensated executive officers (other than our chief executive officer). We refer to this group of executive officers as our “named executive officers.” For
This section also provides qualitative information regarding the manner and context in which compensation is awarded to and earned by our executive officers and is intended to place in perspective the data presented in the tables and narrative discussions that follow. Summary Compensation Table The following table presents information regarding the total compensation awarded to, earned by, or paid to each of our named executive officers during the years indicated.
EXECUTIVE COMPENSATION | NARRATIVE TO SUMMARY COMPENSATION TABLE(1) The amounts reported in this column represent the aggregate grant date fair value of the performance-based restricted stock units (“PSUs”) and restricted stock units (“RSUs”) granted to the named executive officers during the applicable year, as computed in accordance with FASB Accounting Standards Codification Topic 718, Compensation—Stock Compensation. (2)Ms. Narrative to Summary Compensation Table We review compensation annually for all employees, including our executives. In setting executive base salaries and bonuses and granting equity incentive awards, we consider: • compensation for comparable positions in the market, • the historical compensation levels of our executives, • individual performance as compared to our expectations and objectives, • our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders, and • a long-term commitment to our company. Our executive compensation total rewards approach is divided into four components: base salary, annual bonus (short-term incentives), long-term incentives and benefits. We Specifically, our people, culture and compensation committee believes that executive compensation should be determined using a comprehensive approach, involving an evaluation of a wide variety of relevant factors, including the competitive market for executive talent, individual skills and experience, company performance, and internal pay equity. While the people, culture and compensation committee has identified target guidelines for each element of compensation, it does not use a predefined framework to weigh the relative importance of the evaluation criteria, and the emphasis placed on specific evaluation factors may vary from executive to executive. Ultimately, the terms on which any given executive officer is employed reflect the people, culture and compensation committee’s independent judgment regarding the amount and form of compensation necessary to attract, retain, and motivate that individual. Under our compensation program, a significant portion of the compensation awarded to our chief executive officer and named executive officers is generally subject to the achievement of pre-established short-term financial performance goals or is tied to the stock price. The people, culture and compensation committee believes that executive compensation that is variable and tied our performance incentivizes business and financial performance and, by linking certain components of compensation with stock performance, aligns the interests of executives with those of our stockholders. In terms of target pay mix for 2022, for Ms. Findley, 50% of her target total compensation was performance-based (annual bonus Our chief executive officer typically proposes base salary, target bonuses and equity incentive compensation for members of our executive team (excluding himself or herself, as applicable) to the people, culture and compensation committee. The chief executive officer’s proposals are based on the company’s pay philosophy and methodology and in line with executive compensation for similarly situated executives at peer companies. Our people, culture and compensation committee then typically reviews and discusses the proposals with the chief executive officer recommendations and ultimately recommends for our board of directors’ approval the base salary, target bonuses and equity incentive compensation of our executive officers for the current year, as well as the amount of executive officer cash bonuses for the prior year, based on the attainment of company and individual goals. The chief executive officer is not present during voting or deliberations regarding her compensation by the people, culture and compensation committee or the board of directors. BLUE APRON 53 EXECUTIVE COMPENSATION | NARRATIVE TO SUMMARY COMPENSATION TABLEBASE SALARY In
(¹) Ms. Deutsch’s annual base salary increased from $445,000 to $459,000 effective as of March 13, 2022. (²) Ms. Krechmer’s annual base salary increased from $380,000 to $403,000 effective as of March 13, 2022. These base salaries were determined based on a variety of factors, including using a competitive assessment of similarly situated executives at peer companies, and taking into account customary annual base salary increases, recognizing their individual performance and providing competitive compensation to retain key executives. We use base salaries to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our named executive officers. None of our named executive officers is currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled increases in base ANNUAL BONUS Our board of directors may, in its discretion, award bonuses to our named executive officers from time to time. We typically establish annual bonus targets based around a set of specified corporate goals for our named executive officers, along with individual goals, and conduct an annual performance review to determine the attainment of such goals. The target bonuses for our named executive officers for
Our management may propose bonus awards to the people, culture and compensation committee or the board of directors primarily based on such review process and such target percentages. Our people, culture and compensation committee determines or makes a recommendation to the board of directors regarding eligibility requirements for and the amount of such bonus awards. With respect to EQUITY INCENTIVES Although we do not have a formal policy with respect to the grant of equity incentive awards to our executive officers, or any formal equity ownership guidelines applicable to them, other than for our chief executive officer pursuant to our Stock Ownership Guidelines, we believe that equity grants: • provide our executives with a strong link to our long-term performance, • create an ownership culture, and • help to align the interests of our executives and our stockholders. In addition, we believe that equity grants with a time-based vesting feature promote executive retention because this feature incentivizes our executive officers to remain in our employment during the vesting period. Accordingly, our people, culture and compensation committee and board of directors periodically review the equity incentive compensation of our named executive officers and from time to time may grant equity incentive awards to them in the form of stock options, period beginning February 25, 2022 and ending February 25, 2025, relative to the TSR of the group companies in the Russell 2000 Index. The actual number of shares that may vest ranges from 0% to 200% of the PSUs awarded. 54BLUE APRON 2023 PROXY STATEMENT EXECUTIVE COMPENSATION | NARRATIVE TO SUMMARY COMPENSATION TABLE On March 1, 2021, our On February 25, 2022, our people, culture and compensation committee granted PSU awards representing the right to receive an aggregate amount of 93,387 shares, 24,748 shares, and 21,012 shares to each of Ms. Findley, Ms. Deutsch and Ms. Krechmer, respectively, and RSU awards representing the right to receive an aggregate amount of 93,387 shares,24,748 shares, and 21,013 sharesto each of Ms. Findley, Ms. Deutsch and Ms. Krechmer, respectively.The aggregate targeted dollar value of the RSU and PSU awards was approximately $1,500,000, $397,507, and $337,507 for each of Ms. Findley, Ms. Deutsch, and Ms.Krechmer, respectively adjusted, based on the grant methodology described in the following sentence. The number of shares of Class A common stock underlying each such RSU and PSU award was determined by dividing the target dollar value of each award by $8.0311, representing the average 90-trading day price of the Class A common stock. Each PSU and each RSU represents the right to receive one share of Class A common stock. The RSUs granted in 2022 to our named executive officers vest in equal quarterly installments on each May 25, August 25, November 25 and February 25 through February 25, 2025.The PSUs vest on February 25, 2025, subject to the meeting of the performance metrics during the performance period.The number of PSUs that could be earned and vest under the grant depends on our TSR over the performance period beginning February 25, 2022 and ending February 25, 2025 relative to the TSR of the group companies in the Russell 2000 Index. The actual number of shares that may vest ranges from 0% to 200% of the target amount. Any PSUs that have not achieved the performance targets by February 25, 2025 shall expire and have no further force or effect. On February 25, 2023, our people, culture and compensation committee granted PSU awards representing the right to receive an aggregate amount of 150,000 shares,37,500 shares, and 37,500 sharesto each of Ms. Findley, Ms. Deutsch and Ms. Krechmer, respectively, and RSU awards representing the right to receive an aggregate amount of 150,000 shares, 37,500 shares, and 37,500 sharesto each of Ms. Findley, Ms. Deutsch and Ms. Krechmer, respectively. In 2023, the people, culture and compensation committee shifted to a share-based grant methodology tied to a fixed pool of shares to be granted by employee level in lieu of the value-based methodology in prior years, and, accordingly, the number of shares of Class A common stock underlying each such RSU and PSU award for 2023 was determined by application of the share-based grant model. Each PSU and each RSU represents the right to receive one share of Class A common stock. The RSUs granted in 2023 to our named executive officers vest in equal quarterly installments on each May 25, August 25, November 25 and February 25 through February 25, 2026.The PSUs vest on February 25, 2026, subject to the meeting of the performance metrics during the performance period.The number of PSUs that could be earned and vest under the grant depend on the company's TSR over the performance period beginning January 1, 2023 and ending December 31, 2025 relative to the TSR of the group companies in the Russell 2000 Index. The actual number of shares that may vest ranges from 0% to 200% of the target amount. Any PSUs that have not achieved the performance targets by December 31, 2025 shall expire and have no further force or effect. In addition, on February 25, 2023, the people, culture and compensation committee granted RSU awards as special recognition and retention incentive awards to Ms. Deutsch and Ms. Krechmer representing the right to each to receive an aggregate amount of 30,000 shares of Class A common stock.These RSUs will vest in full on February 25, 2024.On March 25, 2023,the people, culture and compensation committee grantedan RSU award as a special recognition and retention incentive award to Ms. Findley representing the right to receive an aggregate amount of 75,000 shares of Class A common stock.These RSUs will vest in full on March 25, 2024.The people, culture and compensation committee determined to grant the special recognition awards as retention incentives to maintain critical business functions for our named executive officers and other executive officers. The vesting is subject to the named executive officer’s continued service to us on each applicable vesting date. BLUE APRON 2023 PROXY STATEMENT 55 EXECUTIVE COMPENSATION | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END Outstanding Equity Awards at Fiscal Year-End The following table summarizes the outstanding equity awards held by each named executive officer as of December 31,
(1) This column represents the market value of the shares underlying RSUs and PSUs as of December (2) Represents RSU awards granted on May 25, 2019, February 27, 2020, May 25, 2020 August 25, 2020, November 25, 2020, and February 25, 2022 and PSU awards granted on March 1, 2021 and February 25, 2022 for (i) The May 2019 RSU grant vested (ii) The February 2020 RSU grant began vesting on May 25, 2020 (iii) The May 2020 RSU grant vested in 8.31% quarterly installments until February 25, 2021 and thereafter vests in equal 6.25% quarterly installments until it becomes fully vested on February 25, 2024. (iv) The August 2020 RSU grant vested in 12.5% quarterly installments until February 25, 2021 and thereafter vests in equal 6.25% quarterly installments until it becomes fully vested on February (v) The November 2020 RSU grant vested 25% on February 25, 2021 and thereafter vests in equal 6.25% quarterly installments until it becomes fully vested on February 25, 2024. (vi) The March 2021 PSU grant will vest (viii)The February 2022 PSU grant will vest on February 25, 2025, subject to meeting the performance metrics during the performance period. The number of PSUs that could be earned and vest under the grant depends on our TSR over the performance period beginning February 25, 2022 and ending February 25, 2025 relative to the TSR of the group companies in the Russell 2000 Index. The actual number of shares that may vest ranges from 0% to 200% of the target amount. Any PSUs that have not achieved the performance targets by February 25, 2025 shall expire and have no further force. The vesting is subject to the named executive officer’s continued service to us on each applicable vesting date. (3)Represents RSU awards granted on November 25, 2019, February 27, 2020, May 25, 2020 August 25, 2020, (i) The November 2019 RSU grant vested (ii) The February 2020 RSU grant began vesting on May 25, 2020 in equal quarterly installments of 6.25% until it becomes fully vested on February 25, 2024. (iii) The May 2020 RSU grant vested in 8.31% quarterly installments until February 25, 2021 and thereafter vests in equal 6.25% quarterly installments until it becomes fully vested on February 25, 2024. 56BLUE APRON 2023 PROXY STATEMENT EXECUTIVE COMPENSATION | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (iv)The August 2020 RSU grant vested in 12.5% quarterly installments until February 25, 2021 and thereafter vests in equal 6.25% quarterly installments until it becomes fully vested on February 25, 2024. (v) The November 2020 RSU grant vested as to 25% of the RSUs on February 25, 2021 and thereafter vests in equal 6.25% quarterly installments until it becomes fully vested on February 25, 2024. (vi) The March 2021 PSU grant will vest (viii)The February 2022 PSU grant will vest on February 25, 2025, subject to meeting the performance metrics during the performance period. The number of PSUs that could be earned and vest under the grant depends on our TSR over the performance period beginning February 25, 2022 and ending February 25, 2025 relative to the TSR of the group companies in the Russell 2000 Index. The actual number of shares that may vest ranges from 0% to 200% of the target amount. Any PSUs that have not achieved the performance targets by February 25, 2025 shall expire and have no further force The vesting is subject to the named executive officer’s continued service to us on each applicable vesting date. (4)Represents RSU awards granted on August 25, 2019, February 27, 2020, May 25, 2020, August 25, 2020, November 25, 2020, and February 25, 2022 and PSU awards granted on March 1, 2021 and February 25, 2022 for 194,911 shares of Class A common stock under our 2017 Equity Incentive Plan. The RSUs and PSUs vest as follows: (i)The August 2019 RSU grant vested 25% of the RSUs on August 25, 2020 and thereafter vests in equal 6.25% quarterly installments until it becomes fully vested on August 25, 2023. (ii)The February 2020 RSU grant began vesting on May 25, 2020 in equal quarterly installments of 6.25% until it becomes fully vested on February 25, 2024. (iii)The May 2020 RSU grant vested in 8.31% quarterly installments until February 25, 2021 and thereafter vests in equal 6.25% quarterly installments until it becomes fully vested on February 25, 2024. (iv)The August 2020 RSU grant vested in 12.5% quarterly installments until February 25, 2021 and thereafter vests in equal 6.25% quarterly installments until it becomes fully vested on February 25, 2024. (v)The November 2020 RSU grant vested 25% of the RSUs on February 25, 2021 and thereafter vests in equal 6.25% quarterly installments until it becomes fully vested on February 25, 2024. (vi)The March 2021 PSU grant vests 50%, 25% and 25% of the PSUs is subject to the issuer’s Class A Common Stock achieving certain minimum unweighted closing prices per share averaged over a 30 consecutive trading day period prior to February 25, 2024. PSUs that meet the stock price targets referred to in the prior sentence will vest (i) 50% on the later to occur of (A) the date a stock price target is met and (B) February 25, 2022 and (ii) 50% on February 25, 2024. Any PSUs that have not achieved the performance targets by February 25, 2024 shall expire and have no further force or effect. (vii)The February 2022 RSU grant began vesting on May 25, 2022 in equal quarterly installments of 8.33% until it becomes fully vested on February 25, 2025. (viii)The February 2022 PSU grant will vest on February 25, 2025, subject to meeting the performance metrics during the performance period. The number of PSUs that could be earned and vest under the grant depends on our TSR over the performance period beginning February 25, 2022 and ending February 25, 2025 relative to the TSR of the group companies in the Russell 2000 Index. The actual number of shares that may vest ranges from 0% to 200% of the target amount. Any PSUs that have not achieved the performance targets by February 25, 2025 shall expire and have no further force. The vesting is subject to the named executive officer’s continued service to us on each applicable vesting date. BLUE APRON 2023 PROXY STATEMENT 57 EXECUTIVE COMPENSATION | EQUITY COMPENSATION PLAN INFORMATION Equity Compensation Plan Information Our equity compensation plans consist of our 2012 Equity Incentive Plan and our 2017 Equity Incentive Plan. Prior to our IPO, we granted awards under the 2012 Equity Incentive Plan. Following our IPO, any remaining shares available for issuance under our 2012 Equity Incentive Plan were added to the shares reserved under our 2017 Equity Incentive Plan. The following table shows certain information concerning all of our equity compensation plans in effect as of December 31,
(1)The weighted average exercise price is calculated based solely on outstanding stock options. It does not take into account the shares of our common stock underlying 58BLUE APRON 2023 PROXY STATEMENT EXECUTIVE COMPENSATION | PAY VERSUS PERFORMANCE DISCLOSURE Pay Versus Performance Disclosure The following tables and related disclosures provide information about (i) the “total compensation” of our principal executive officer (“PEO”) and our other named executive officers (“Other NEOs”) as presented under “Executive Compensation—Summary Compensation Table” on page 52 of this Proxy Statement (the “SCT Amounts”),(ii) the “compensation actually paid” to our PEO and our Other NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules (the “CAP Amounts”), (iii) certain financial performance measures, and (iv) the relationship of the CAP Amounts to those financial performance measures. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect value actually realized by the executives or how our people, culture and compensation committee evaluates compensation decisions in light of company or individual performance. For discussion of how our executive compensation program embodies a pay-for-performance philosophy that supports our business strategy and aligns the interests of our executives with our stockholders, please review the “Executive Compensation” section of this Proxy Statement beginning on page 52.
(1) The PEO was Linda Findley for both years in the table. The Other NEOs were Meredith Deutsch and Irina Krechmer for 2022 and Meredith Deutsch and Randy Greben, the former Chief Financial Officer, for 2021. (2) The following table describes the adjustments, each of which is required by SEC rule, to calculate the CAP Amounts from the SCT Amounts of our PEO (column (b)) and our Other NEOs (column (d)). The SCT Amounts and the CAP Amounts do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. BLUE APRON 2023 PROXY STATEMENT 59 EXECUTIVE COMPENSATION | PAY VERSUS PERFORMANCE DISCLOSURE
Valuation assumptions used to calculate fair values did not materially differ from those used to calculate fair values at the time of grant as reflected in the SCT Amounts. RELATIONSHIP BETWEEN CAP AMOUNTS AND PERFORMANCE MEASURES The following charts show graphically the relationships over the past two years of the CAP Amounts for our PEO and Other NEOs as compared to our (i) cumulative total shareholder return and (ii) net income (loss). 60BLUE APRON 2023 PROXY STATEMENT EXECUTIVE COMPENSATION | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Potential Payments Upon Termination or Change in Control The Blue Apron Holdings, Inc. Executive Severance Benefits Plan, adopted by our people, culture and compensation committee in February 2018 (the “Severance Plan”), provides certain designated eligible full-time executives of the company or any of its subsidiaries whose position generally is at or above the level of Senior Vice President or its equivalent (“Covered Employees”), including our named executive officers, certain severance benefits upon the occurrence of the following events (each, a “Covered Termination”): • • with respect to Ms. Findley, a termination without cause or a resignation for good reason (as defined in the Severance Plan and as modified by Ms. Findley’s offer letter), in either case prior to a change in control; and • a termination without cause or a resignation for good reason, in either case within 12 months following a change in control, or, pursuant to Ms. Findley’s offer letter, in Ms. Findley’s case, 24 months following a change in control (a “Change in Control Termination”). The Severance Plan administrator is our board of directors or a committee thereof designated by our board of directors. Pursuant to the Severance Plan, each Covered Employee who is subject to a Covered Termination is entitled to: • continuation of such Covered Employee’s monthly base salary (as defined in the Severance Plan) for a period of 12 months in the case of Ms. Findley, or six months in the case of other Covered Employees (as applicable, the “Severance Period”), following such termination, and with respect to certain executive officers, as provided for in the applicable officer’s offer letter, in the case of a Change in Control Termination, an additional 6 months of base salary continuation; • in the event such Covered Employee elects to receive COBRA continuation health coverage following such termination, payment by the company of a portion of the cost of COBRA continuation health coverage for the Covered Employee and his or her applicable dependents through the earliest of: (i) the end of the Covered Employee’s Severance Period, (ii) the date on which the Covered Employee’s new benefits plan coverage commences with a new employer, and (iii) the date on which such COBRA continuation health coverage is no longer in force; • at the request of the Covered Employee and as determined in the Severance Plan administrator’s sole discretion, the arrangement of and payment for reasonable outplacement services by the company for up to six months following the Covered Employee’s date of termination of employment; • any unpaid annual or other bonus earned in respect of any completed bonus period that ended prior to the date of the Covered Employee’s Covered Termination that the Severance Plan administrator determines to be payable to the Covered Employee in its discretion pursuant to the company’s compensation program(s); • solely in the case of a Change in Control Termination, a lump sum payment in an amount equal to the prorated portion of the Covered Employee’s annual target bonus for the year of the Covered Termination; and • in the case of a Change in Control Termination, full vesting of any unvested company equity awards held by the Covered Employee that vest based solely on continued service. All payments and benefits provided under the Severance Plan are contingent upon the execution and effectiveness of a release of claims by the executive in our favor and continued compliance by the executive with any applicable noncompetition, nonsolicitation, and other obligations owed to the company or any of its subsidiaries. BLUE APRON 2023 PROXY STATEMENT 61 EXECUTIVE COMPENSATION | PROHIBITION ON HEDGING AND CERTAIN OTHER TRANSACTIONS Retirement Benefits We maintain a retirement plan for the benefit of our employees, including our named executive officers. The plan is intended to qualify as a tax-qualified 401(k) plan so that contributions to the 401(k) plan, and income earned on such contributions, are not taxable to participants until withdrawn or distributed from the 401(k) plan (except in the case of contributions under the 401(k) plan designated as Roth contributions). The 401(k) plan provides that each participant may contribute up to an annual statutory limit. Participants who are at least 50 years old can also contribute additional amounts based on statutory limits for “catch-up” contributions. Under the 401(k) plan, each employee is fully vested in his or her deferred salary contributions. Employee contributions are held and invested by the plan’s trustee as directed by participants. Beginning in 2022, our 401(k) plan provides for a company-matching contribution of (1) 100% on contributions up to the first 3% of a participant’s eligible pay and (2) 50% on contributions on the next 2% of a participant’s eligible pay. Employee Benefits and Perquisites Our named executive officers are eligible to participate in our health and welfare plans to the same extent as all full-time employees. Prohibition on Hedging and Certain Other Transactions We prohibit our directors, officers, and employees (or any of their family members or designees) from directly or indirectly engaging in the following transactions with respect to securities of the Company: • short sales, including short sales “against the box”; • purchases or sales of put or call options or other derivative securities based on our securities; or •purchases of financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or other transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of securities of the company. In addition, we prohibit our directors, officers, and employees from purchasing company securities on margin, borrowing against company securities held in a margin account, or pledging company securities as collateral for a loan. 62BLUE APRON 2023 PROXY STATEMENT EXECUTIVE COMPENSATION | LIMITATION OF LIABILITY AND INDEMNIFICATION Limitation of Liability and Indemnification Our restated certificate of incorporation, as amended, limits the personal liability of directors for breach of fiduciary duty to the maximum extent permitted by the Delaware General Corporation Law and provides that no director will have personal liability to us or to our stockholders for monetary damages for breach of fiduciary duty or other duty as a director. However, these provisions do not eliminate or limit the liability of any of our directors: • for any breach of the director’s duty of loyalty to us or our stockholders; • for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; • for voting or assenting to unlawful payments of dividends, stock repurchases or other distributions; or • for any transaction from which the director derived an improper personal benefit. Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to such amendment or repeal. If the Delaware General Corporation Law is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the Delaware General Corporation Law. In addition, our restated certificate of incorporation, as amended, provides that we must indemnify our directors and officers and we must advance expenses, including attorneys’ fees, to our directors and officers in connection with legal proceedings, subject to very limited exceptions. We maintain a general liability insurance policy that covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers. In addition, we have entered into indemnification agreements with all of our directors and executive officers. These indemnification agreements may require us, among other things, to indemnify each such director and executive officer for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his service as one of our directors. Certain of our non-employee directors may, through their relationships with their employers, be insured and/or indemnified against certain liabilities incurred in their capacity as members of our board of directors. We have agreed that we will be the indemnitor of “first resort,” however, with respect to any claims against these directors for indemnification claims that are indemnifiable by both us and their employers. Accordingly, to the extent that indemnification is permissible under applicable law, we will have full liability for such claims (including for the advancement of any expenses) and we have waived all related rights of contribution, subrogation or other recovery that we might otherwise have against these directors’ employers. BLUE APRON 63 Under our non-employee director compensation policy, which was adopted in August 2017 and amended in April 2019, February 2020, September 2020 and May 2021 our non-employee directors receive the cash compensation set forth below, and an annual RSU award grant having an aggregate fair market value of $85,000 ($125,000 prior to September 2020) on the date of grant. Annual RSU awards are made at each annual meeting of stockholders, including the Annual Meeting. Each such RSU award will vest in full on the earlier of the first anniversary of the date of grant and the date of the next annual stockholder meeting following the date of grant. In addition, prorated based on time until Such RSU award will vest in full on the first anniversary of the grant date. All RSU awards granted to our non-employee directors provide for the immediate acceleration of all vesting thereunder in the event of a change in control. Directors may elect to defer the delivery of the shares of Class A common stock that they would otherwise receive upon the vesting of the RSUs until the earlier of 30 days following the director’s separation from service with the company and a change in control of the company. Each non-employee director is eligible to receive compensation for his or her service on our board of directors or committees thereof consisting of annual cash retainers paid quarterly in arrears, as follows:
64BLUE APRON DIRECTOR COMPENSATION The table below shows all compensation to our non-employee directors serving during
(1) The values disclosed represent the aggregate grant date fair value of (2) As of December 31,
(3) Mr. As a general matter, we do not provide any additional compensation to Ms. Findley, our president and chief executive officer, for her service as a member of our board of directors. The compensation related to Ms. Findley’s service as president and chief executive officer of the company paid in In connection with becoming a public company, our non-employee director compensation policy was developed in 2016, taking into consideration the observations and recommendations of Compensia, a national management consulting firm, who provided survey data of a group of other publicly traded companies of similar size and industries, and considered the overall economic environment and trends and developments in non-employee director compensation. In 2019, Compensia assisted our people, culture and compensation committee in modifying our non-employee director compensation policy to provide for the payment of additional compensation for service as chairperson of the board by a non-employee based on the peer group data described above and comparable companies within Compensia’s Tech 150. In September 2020, in connection with the refresh of our board of directors, our people, culture and compensation committee reviewed publicly available data regarding director compensation of comparable companies based on revenue and market capitalization, and modified our non-employee director compensation policy to reduce the amount of annual stock-based compensation paid to non-employee directors from $125,000 to $85,000. BLUE APRON 65 Certain Relationships AND RELATED TRANSACTIONS Policies and Procedures for Related Person Transactions Our board of directors has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which our company is a participant, the amount involved exceeds $120,000, and one of our executive officers, directors, director nominees or 5% stockholders, or their immediate family members, each of whom we refer to as a “related person,” has a direct or indirect material interest. If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a “related person transaction,” the related person must report the proposed related person transaction to our general counsel. The policy calls for the proposed related person transaction to be reviewed and, if deemed appropriate, approved by our audit committee. Whenever practicable, the reporting, review and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, our audit committee will review, and, in its discretion, may ratify the related person transaction. The policy also permits the chair of our audit committee to review and, if deemed appropriate, approve proposed related person transactions that arise between audit committee meetings, subject to ratification by the audit committee at its next meeting. Any related person transactions that are ongoing in nature will be reviewed annually. A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by our audit committee after full disclosure of the related person’s interest in the transaction. As appropriate for the circumstances, our audit committee will review and consider: • the related person’s interest in the related person transaction; • the approximate dollar value of the amount involved in the related person transaction; • the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss; • whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party; •the purpose of, and the potential benefits to us of, the transaction; and • any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction. Our audit committee may approve or ratify the transaction only if it determines that, under all of the circumstances, the transaction is in or is not inconsistent with our company’s best interests. Our audit committee may impose any conditions on the related person transaction that it deems appropriate. Pursuant to the SEC’s related person transaction disclosure rule, the following transactions do not create a material direct or indirect interest on behalf of related persons and, therefore, are not related person transactions for purposes of the policy: • interests arising only from the related person’s position as a director of another corporation or organization that is a party to the transaction; • interests arising only from the direct or indirect ownership by the related person and all other related persons in the aggregate of less than a 10% equity interest (other than a general partnership interest) in another entity which is a party to the transaction; • interests arising solely from the ownership of a class of our equity securities if all holders of that class of equity securities receive the same benefit on a pro rata basis; • compensation arrangements with executive officers if the compensation has been approved, or recommended to the board of directors for approval, by our people, culture and compensation committee; • compensation for services as a director of our company if such compensation will be publicly reported pursuant to SEC rules; • interests arising solely from indebtedness of a 5% stockholder or an immediate family member of a 5% stockholder; 66BLUE APRON 2023 PROXY STATEMENT CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | RELATED PERSON TRANSACTIONS •a transaction where the rates or charges involved in the transaction are determined by competitive bids; • a transaction that involves the rendering of services as a common or contract carrier or public utility at rates or charges fixed in conformity with law or governmental authority; and • a transaction that involves services as a bank In addition, our board of directors has determined that transactions that are specifically contemplated by our corporate charter or by-laws are not related person transactions for purposes of the policy. The policy provides that transactions involving compensation of executive officers shall be reviewed and approved by our people, culture and compensation committee in the manner specified in its charter. We did not have a written policy regarding the review and approval of related person transactions prior to our IPO in June 2017. Nevertheless, with respect to such transactions, it was historically the practice of our board of directors to consider the nature of and business reasons for such transactions, how the terms of such transactions compared to those which might be obtained from unrelated third parties and whether such transactions were otherwise fair to and in the best interests of, or not contrary to, our company’s best interests. In addition, all related person transactions historically required prior approval, or later ratification, by our board of directors. Related Person Transactions Below we describe transactions since January 1, 2021 to which we were or will be a participant and in which the amounts involved exceeded or will exceed $120,000, and any of our directors, executive officers, or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest. We believe that all of these transactions were on terms as favorable as could have been obtained from unrelated third parties. EQUITY PURCHASE AGREEMENTS September 2021 Purchase Agreement We are a party to the September 2021 Purchase Agreement, Pursuant to the September 2021 Purchase Agreement, on September 15, 2021, we issued and sold to of $3.0 million, (i) 300,000 shares of Class A common stock, (ii) warrants to purchase 240,000 shares of Class A common stock at an exercise price of $15.00 per share, (iii) warrants to purchase 120,000 shares of Class A common stock at an exercise price of $18.00 per share, and (iv) warrants to purchase 60,000 shares of Class A common stock at an exercise price of $20.00 per share. Under the terms of the September 2021 Purchase Agreement, on November 4, 2021, in connection with the closing of our rights offering pursuant to the September 2021 Purchase Agreement, we issued and sold to RJB Partners in a private placement, which we refer to as the Backstop Private Placement, for an aggregate purchase price of $32.7 million, (i) 3,265,813 shares of Class A common stock, (ii) warrants to purchase 2,612,354.58219726 shares of Class A common stock at an exercise price of $15.00 per share, (iii) warrants to purchase 1,306,177.291098630 shares of Class A common stock at an exercise price of $18.00 per share, and (iv) warrants to purchase 653,088.645549316 shares of Class A common stock at an exercise price of $20.00 per share (the securities in clauses (i) through (iv), which we collectively refer to as the Backstop Securities). The Backstop Securities represent that number of shares of the BLUE APRON 67 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | RELATED PERSON TRANSACTIONSOn November 4, 2021, concurrently with the consummation of the Backstop Private Placement, we also issued and sold to RJB Partners in a separate private placement, for an aggregate purchase price of $30.0 million, (i) 3,000,000 shares of Class A common stock, (ii) warrants to purchase 2,400,000 shares of Class A common stock at an exercise price of $15.00 per share, (iii) warrants to purchase 1,200,000 shares of Class A common stock at an exercise price of $18.00 per share, and (iv) warrants to purchase 600,000 shares of Class A common stock at an exercise price of $20.00 per share. Each warrant issued under the September 2021 Purchase Agreement has a term of seven years from the date of issuance. Each such warrant may only be exercised for cash, except in connection with certain fundamental transactions, and no fractional shares will be issued upon exercise of the warrants. The warrants are non-transferable, except in limited circumstances, and are not listed or otherwise traded on any stock exchange. The number of shares issuable upon exercise of the warrants and the applicable exercise prices are subject to adjustment in certain events, including (i) dividends or distributions of our shares of Class A common stock, (ii) subdivisions, combinations and certain reclassifications of shares of the Class A common stock, (iii) certain additional issuances of Class A common stock or securities exercisable for or convertible into shares of Class A common stock at a price per share less than the market price for the Class A common stock, (iv) distributions of assets other than Class A common stock, or (v) certain repurchases by us. The September 2021 Purchase Agreement contains customary representations from us, on the one hand, and RJB Partners, on the other hand. In accordance with the terms of the September 2021 Purchase Agreement, RJB Partners has also agreed to a customary standstill for a period of three years, as well as provisions requiring RJB Partners to vote all of our securities it beneficially owns, and to cause our securities beneficially owned by Under the September 2021 Purchase Agreement, we also agreed to provide RJB Partners and Matthew B. Salzberg with customary registration rights and to enter into a registration rights agreement with respect to the securities purchased in the private placements, as described below under “November 2021 Registration Rights Agreement.” The September 2021 Purchase Agreement, February 2022 Purchase Agreement On February 14, 2022, we entered into a purchase agreement with RJB Partners, which we refer to as the February 2022 Purchase Agreement, under which we issued and sold to RJB Partners in a private placement, for an aggregate purchase price of $5.0 million, 357,143 units each consisting of (a) 1 share of Class A common stock, (b) 1 warrant to purchase 0.8 shares of Class A common stock at an exercise price of $15.00 per share, (c) 1 warrant to purchase 0.4 shares of Class A common stock at an exercise price of $18.00 per share, and (d) 1 warrant to purchase 0.2 shares of Class A common stock at an exercise price of $20.00 per share. In the aggregate, RJB Partners received (i) 357,143 shares of Class A common stock, (ii) warrants to purchase 285,714 shares of Class A common stock at an exercise price of $15.00 per share, (iii) warrants to purchase 142,857 shares of Class A common stock at an exercise price of $18.00 per share, and (iv) warrants to purchase 71,429 shares of Class A common stock at an exercise price of $20.00 per share. The February 2022 Purchase Agreement contains customary representations from us on the one hand, and RJB Partners, on the other hand. In accordance with the terms of the February 2022 Purchase Agreement, RJB Partners has also agreed to a customary standstill for a period of three years, as well as provisions requiring RJB Partners to vote all of our securities it beneficially owns, and to cause our securities beneficially owned by 68BLUE APRON 2023 PROXY STATEMENT CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | RELATED PERSON TRANSACTIONS aggregate, in proportion to and in accordance with the vote of all of our stockholders. Each warrant issued under the February 2022 Purchase Agreement has a term of seven years from the date of issuance. Each such warrant may only be exercised for cash, except in connection with certain fundamental transactions, and no fractional shares will be issued upon exercise of the warrants. The warrants will be non-transferable, except in limited circumstances, and will not be listed or otherwise trade on any stock exchange. The number of shares issuable upon exercise of the warrants and the applicable exercise prices will be subject to adjustment in certain events, including (i) dividends or distributions of shares of the Class A common stock, (ii) subdivisions, combinations and certain reclassifications of shares of the Class A common stock, (iii) certain additional issuances of Class A common stock or securities exercisable for or convertible into shares of Class A common stock at a price per share less than the market price for the Class A common stock, (iv) distributions of assets other than Class A common stock, or (v) certain repurchases by us. On April 29, 2022, we entered into a purchase agreement (the “Original RJB Purchase Agreement”) with RJB Partners, which was subsequently amended by Amendment No. 1 thereto on August 7, 2022 (“Amendment No. 1”) and by Amendment No. 2 thereto on September 7, 2022 (as amended, the “RJB Purchase Agreement”), pursuant to which, among other things: •concurrently with the execution of the RJB Purchase Agreement on April 29, 2022 (the “First RJB Closing”), Long Live Bruce, LLC (which was assigned RJB Partners’ rights to purchase the First RJB Closing Private Placement Shares (as defined herein)) purchased, for an aggregate purchase price of $20.0 million (or $12.00 per share), 1,666,666 shares of Class A common stock (the “First RJB Closing Private Placement Shares”); and •RJB Partners agreed to purchase from us, for an aggregate purchase price of $56.5 million (or $5.65) (the “Outstanding Obligated Amount”), at a subsequent closing (the “Second RJB Closing”) 10,000,000 shares of our Class A common stock (the “Second RJB Closing Private Placement Shares” and together with the First RJB Closing Private Placement Shares, the “RJB Private Placement Shares”). The RJB Purchase Agreement contains customary representations by the company, on the one hand, and RJB Partners, on the other hand. The RJB Purchase Agreement contains customary termination rights for each of the company and RJB Partners, including that it may be terminated, subject to the terms and conditions of the RJB Purchase Agreement, (i) by mutual written consent of such parties at any time prior to the Second RJB Closing or (ii) by either party upon the other party’s uncured material breach of any representation, warranty, covenant or agreement under the RJB Purchase Agreement after receipt of 30 days’ notice of such breach by the other party. In accordance with the terms of the RJB Purchase Agreement, RJB Partners has also agreed to a customary standstill until September 15, 2024, as well as provisions requiring RJB Partners to vote all Blue Apron securities it beneficially owns, including the RJB Private Placement Shares, and to cause Blue Apron securities beneficially owned by Mr. Sanberg and certain of its or his respective affiliates under common control (including the RJB Private Placement Shares) to be voted, in Under the terms of Amendment No. 1, Mr. Sanberg has agreed to guarantee the payment of RJB Partners’ payment obligations under the RJB Purchase Agreement.On November 6, 2022, we entered into a Guaranty and BLUE APRON 2023 PROXY STATEMENT 69 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | RELATED PERSON TRANSACTIONS Outstanding Obligated Amount, the proceeds of any private sale of the In addition, on April 29, 2022, in a separate private placement (the “Findley Private Placement”) which closed concurrently with the First RJB Closing, we The Findley Purchase Agreement contains customary representations from us, on the one hand, and REGISTRATION RIGHTS November 2021 Registration Rights On November 4, 2021, in connection with the closing of the private placements pursuant to the September 2021 Purchase Agreement, we entered into a registration rights agreement, which we refer to as the November 2021 Registration Rights Agreement, with RJB Partners and however, so long as a shelf registration statement is effective, then, subject to the terms and conditions of the November 2021 Registration Rights Agreement, we will Concurrently with the execution of the Original RJB Purchase Agreement, the company and RJB Partners entered into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”), with respect to the shares purchased in the RJB Private Placement and those securities purchased by RJB Partners pursuant to the February 2022 Purchase Agreement (the “February 2022 Private Placement”), which amended and restated the registration rights agreement entered into with RJB in February 2022 concurrently with the execution of the February 2022 Purchase 70BLUE APRON 2023 PROXY STATEMENT CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | RELATED PERSON TRANSACTIONS Registrable Securities in another registration statement being filed by Concurrently with the execution of the Findley Purchase Agreement, we and Ms. Findley entered into a registration rights agreement (the “Findley Registration Rights Agreement” and together with the Amended and Restated Registration Rights Agreement, the “April 2022 Registration Rights Agreements”) with respect to the COMMERCIAL AGREEMENTS On March 11, 2022 and May 5, 2022, we entered into On August 7, 2022, we amended the Gift Card Sponsorship Agreement, dated as of Aspiration Co-Branded Credit Card Agreement On December 15, 2021, we entered into a Aspiration Sustainability and Carbon Credit Agreement On March 31, 2022, we entered into a Sustainability and Carbon Credit Agreement with Aspiration Sustainable Impact Services, LLC ("Aspiration Sustainable"), an affiliate of in 2023 or 2024, which we are under no obligation to do, Aspiration Sustainable will cap the pricing on such credits to the per credit amount we paid in 2022. Aspiration Sustainable also performed the assessment of our carbon footprint that provided us with the basis for determining the amount of carbon offsets we needed to purchase. The fee for these services was waived as a condition of entering into the sustainability and carbon credit agreement. BLUE APRON 2023 PROXY STATEMENT 71 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | RELATED PERSON TRANSACTIONS On June 30, 2022, LLC entered into a Sustainability and Carbon Credit Agreement with Aspiration Sustainable to purchase 248,000 metric tons of carbon offsets (the “Carbon Offsets”) to meet our goal of being “carbon neutral” in 2023 and 2024 with respect to Scope 1, Scope 2 and Scope 3 emissions for an aggregate purchase price of $6.0 million to be paid in 24 equal installments of $0.25 million (the “June Carbon Credit Agreement”). As of the date of the June Carbon Credit Agreement, Aspiration Sustainable transferred the rights, title and interest in the Carbon Offsets into a subaccount assigned to LLC and managed by Aspiration Sustainable, and as of the date of the Mutual Termination Agreement (as described below), LLC had paid $0.5 million under the June Carbon Credit Agreement (the “June Carbon Credit Paid Amount”)and $5.5 million remained to be paid under the June Carbon Credit Agreement (the “Remaining Amounts”). On February 2, 2023, LLC and Aspiration Sustainable entered into a Mutual Termination Agreement, pursuant to which, the parties terminated the Carbon Credit Agreement and pursuant to such termination (i)LLC retained 20,0000 of the Carbon Credits (as defined in the June Carbon Credit Agreement) (the “Owned Carbon Credits”) representing the number of Carbon Credits acquired by payment of the June Carbon Credit Paid Amount to apply to becoming “carbon neutral” in 2023 and 2024 with respect to Scope 1 and Scope 2 emissions only, and (ii) LLC transferred all rights, title and interest in the Carbon Credits, other than the Owned Carbon Credits, back to Aspiration Sustainable and Aspiration Sustainable moved such Carbon Credits out of LLC’s sub-account back into an account controlled by Aspiration Sustainable in exchange for Aspiration Sustainable releasing and discharging LLC’s obligation to pay the Remaining Amounts. Feeding America Bulk Sale On June 23, 2022, we entered into a purchase agreement with Feeding America for a bulk purchase of meal kit boxes and other bulk product items for an aggregate net purchase price of $10.0 million, which was expected to be funded by a directed donation from an affiliate of Mr. Sanberg. INDEMNIFICATION AGREEMENTS Our restated certificate of incorporation, as amended, provides that we will indemnify our officers and directors to the fullest extent permitted by Delaware law. In addition, we have entered into indemnification agreements with all of our directors and executive officers. ARRANGEMENTS WITH EXECUTIVE OFFICERS AND DIRECTORS For a description of the compensation arrangements that we have with our executive officers and directors, see “Executive Compensation.” 72BLUE APRON 2023 PROXY STATEMENT CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | TRANSACTION OF OTHER BUSINESS Transaction OF OTHER BUSINESS Our board of directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons appointed in the accompanying proxy intend to vote the shares represented thereby in accordance with their best judgment on such matters, under applicable laws. Additional INFORMATION Procedures for Submitting Stockholder Proposals REQUIREMENTS FOR STOCKHOLDER PROPOSALS TO BE BROUGHT BEFORE THE ANNUAL MEETING We must receive notice of proposals of stockholders (including director nominations) intended to be presented at the
Any nomination must include all the information specified in our amended and restated by-laws, including but not limited to: • all information relating to the nominee that is required to be disclosed in solicitations of proxies for election of directors in election contests or is otherwise required under Regulation 14A of the Exchange Act, • the person’s written consent to be named in the proxy statement and to serve as a director if elected, and • such information as we might reasonably require to determine the eligibility of the person to serve as a director. As to other business, the notice must include all information specified in our amended and restated by-laws, including but not limited to: • a brief description of the business desired to be brought before the meeting, • the reasons for conducting such business at the meeting, and • any material interest of such stockholder (and the beneficial owner) in the proposal. The proposal must be a proper subject for stockholder action. In addition, to make a nomination or proposal, the stockholder must be of record at the time the notice is made and must provide certain information regarding itself (and the beneficial owner), including the name and address, as they appear on our books, of the stockholder proposing such business, the number of shares of our capital stock which are, directly or indirectly, owned beneficially or of record by the stockholder proposing such business or its affiliates or associates (as defined in Rule 12b-2 promulgated under the Exchange Act) and certain additional information. 73 ADDITIONAL INFORMATION | PROCEDURES FOR SUBMITTING STOCKHOLDER PROPOSALSREQUIREMENTS FOR STOCKHOLDER PROPOSALS TO BE CONSIDERED FOR INCLUSION IN THE COMPANY’S PROXY MATERIALS In addition to the requirements stated above, any stockholder who wishes to submit a proposal for inclusion in our proxy materials must comply with Rule 14a-8 promulgated under the Exchange Act. For such proposals to be included in our proxy materials relating to our
REQUIREMENTS FOR SOLICITATION OF PROXIES IN SUPPORT OF DIRECTOR NOMINEES OTHER THAN THE COMPANY'S NOMINEES In addition to the requirements stated above, any stockholder who intends to solicit proxies in support for director nominees other than the company’s nominees for the 2024 annual meeting of stockholders must comply with Rule 14a-19 under the Exchange Act. All applicable requirements of Rule 14a-19 must be satisfied and we must receive notice no later than April 8, 2024. Such notice must be delivered to:
74BLUE APRON 2023 PROXY STATEMENT Annex A CERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION OF BLUE APRON HOLDINGS, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Blue Apron Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows: FIRST: A resolution was duly The RESOLVED: That the first sentence of Article Each stock certificate that, immediately prior to the Effective Time, represented shares of Class A Common Stock that were issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Class A Common Stock, after the Effective Time into which the shares formerly represented by such certificate have been reclassified (as well as the right to receive cash in lieu of fractional shares of Class A Common Stock after the Effective Time); provided, however, that each person of record holding a certificate that represented shares of Class A Common Stock that were issued and outstanding immediately prior to the Effective Time shall receive, upon surrender of such certificate or, a new certificate evidencing and representing the number of whole shares of Class A Common Stock, after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been reclassified. The total number of shares of all classes of stock which the 1Shall be a A-1BLUE APRON 2023 PROXY STATEMENT B Common Stock”), 500,000,000 shares of SECOND: This Certificate of [Remainder of BLUE APRON 2022 PROXY STATEMENT B- 2 IN WITNESS WHEREOF, this Certificate of Amendment has been executed by a Linda Findley President and A-3BLUE APRON 2023 PROXY STATEMENT Blue Apron Holdings, Inc. 28 Liberty Street New York, NY 10005 investors.blueapron.com |