| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On September 10, 2020, the Board of Directors (the “Board”) of Eventbrite, Inc. (the “Company”) increased the authorized size of the Board to nine members and, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Naomi Wheeless to serve on the Board as a Class III director, to hold office, effective immediately, until the Company’s 2021 annual meeting of stockholders and until her successor is duly elected and qualified. The Company anticipates that Ms. Wheeless will be appointed to the Nominating and Corporate Governance Committee of the Board at a future date.
As a non-employee director, Ms. Wheeless will be compensated for her services in accordance with the Company’s Non-Employee Director Compensation Policy as described in the Company’s definitive proxy statement for the 2020 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission (the “SEC”) on April 7, 2020. The Company will also enter into its standard form of Indemnification Agreement with Ms. Wheeless in connection with her appointment to the Board, the form of which was filed as Exhibit 10.11 to the Company’s Registration Statement on Form S-1, filed with the SEC on August 23, 2018.
| Item 7.01 | Regulation FD Disclosure. |
On September 14, 2020, the Company issued a press release announcing the appointment of Ms. Wheeless to the Board. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, including but not limited to statements regarding the anticipated appointment of Ms. Wheeless to the Nominating and Corporate Governance Committee of the Board. These forward-looking statements reflect the Company’s views regarding current expectations and projections about future events and conditions and are based on currently available information. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict and the Risk Factors identified in the Company’s filings with the SEC, including the Company’s Annual Report on 10-K for the year ended December 31, 2019, its Quarterly Report on Form 10-Q for the period ended March 31, 2020, its Quarterly Report on Form 10-Q for the period ended June 30, 2020, and any subsequent Quarterly Reports on Form 10-Q; therefore, the Company’s actual results could differ materially from those expressed, implied or forecast in any such forward-looking statements. Expressions of future goals and expectations and similar expressions, including “may,” “will,” “should,” “could,” “aims,” “seeks,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “predicts,” “potential,” “targets” and “continue,” reflecting something other than historical fact are intended to identify forward-looking statements. Unless required
