The RSUs granted pursuant to the Sign-On Equity Grant will vest in equal quarterly installments for one year. The RSUs granted pursuant to the New Hire Equity Grant will have a four year vesting schedule, with 25% of the New Hire Equity Grant vesting on the first quarterly vest date following the first anniversary of the vesting commencement date, and the remainder vesting in equal quarterly installments. Vesting of the RSUs granted pursuant to the Sign-On Equity Grant and New Hire Equity Grant is subject to Ms. Lambert’s continued service with the Company through each applicable vesting date. Vesting of the RSUs and PSUs granted pursuant to the 2024 Annual Refresh Grant will be determined by the Company’s Board of Directors or Compensation Committee in its discretion. The Sign-On Equity Grant, New Hire Equity Grant, and 2024 Annual Refresh Grant will be subject to the terms and conditions of the 2021 Equity Incentive Plan and RSU or PSU Award Grant Notice and Award Agreement, as applicable.
In addition, in the event Ms. Lambert is terminated by the Company without cause or she resigns for good reason, she would be entitled to certain severance benefits including nine months of her base salary, payment of COBRA premiums, and a prorated target annual bonus for the year in which her termination occurs. If Ms. Lambert is terminated without cause or she resigns for good reason three months before or eighteen months after a change in control, she will be entitled to certain severance benefits, including twelve months of her base salary, payment of COBRA premiums, a prorated target annual bonus for the year in which she was terminated, and acceleration of all time-based equity awards.
Ms. Lambert has entered into the Company’s standard form of indemnification agreement, which is filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed on February 24, 2023.
Ms. Lambert has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). There are no family relationships, as defined in Item 401 of Regulation S-K promulgated under the Exchange Act, between Ms. Lambert and any of the Company’s executive officers or directors or persons nominated or chosen to become a director or executive officer. There are also no arrangements or understandings between Ms. Lambert and any other persons pursuant to which Ms. Lambert was selected as Chief Operating Officer.
| Item 7.01 | Regulation FD Disclosure |
On June 14, 2023, the Company published a memo to employees from the Company’s founder and chief executive officer, Noah H. Glass, regarding the workforce reduction and announcing the appointment of Joanna Lambert as Chief Operating Officer of the Company. A copy of the memo is attached as Exhibit 99.1 to this Current Report on Form 8-K.
As of June 14, 2023, the Company reiterates that its second quarter 2023 and fiscal year 2023 guidance ranges for revenue and Non-GAAP operating income are in-line with the outlook provided by the Company on May 9, 2023. For more information on these guidance ranges, refer to the press release, included as an exhibit to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 9, 2023.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended or the Exchange Act, regardless of any general incorporation language in such filings.
Safe Harbor for Forward-Looking Statements
This Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. All statements other than statements of historical fact are forward-looking statements. These forward-looking statements include, but are not limited to, our financial guidance and estimates of costs related to the workforce reduction. Olo’s actual results, performance, or achievements may differ materially from those expressed or implied by these forward-looking statements. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by Olo and its management, are inherently uncertain. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would,” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. These forward-looking statements speak only as of the date of this report and are subject to risks, uncertainties, and assumptions, including, among other things, the risk that the costs and charges relating to the workforce reduction may be greater than anticipated, the risk this workforce reduction may adversely affect our internal programs and our ability to recruit and retain skilled and motivated personnel, and may be distracting to employees and management, the risk that these changes could negatively impact our business operations, reputation, or ability to serve our customers, the risk that this workforce reduction may not generate its intended benefits as quickly as anticipated or at all, and macroeconomic conditions, including inflation, fluctuating interest rates, and overall market uncertainty. Additionally, these forward-looking statements, particularly our guidance, involve risks, uncertainties, and assumptions, including those related to our customers’ spending decisions and guest ordering behavior. Undue reliance should not be placed on the forward-looking statements in this report. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Olo assumes no obligation to, and does not currently intend to, update any such forward-looking statements, except as required by applicable law.
