UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 8-K
_____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): August 18, 2020
_____________________
EVENTBRITE, INC.
(Exact Name of Registrant as Specified in Charter)
_____________________
| | | | | | | | |
| Delaware | 001-38658 | 14-1888467 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
155 5th Street, 7th Floor
San Francisco, California 94103
(Address of principal executive offices) (Zip Code)
(415) 692-7779
(Registrant’s telephone number, include area code)
Not applicable
(Former name or former address, if changed since last report)
_____________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | | | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | | | | | | | | | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | |
| ☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Class A common stock, par value $0.00001 per share | EB | New York Stock Exchange LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| | | | | |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Departure of Principal Accounting Officer; Appointment of Principal Accounting Officer
On August 18, 2020, Shane Crehan informed Eventbrite, Inc. (the "Company") of his resignation as Chief Accounting Officer of the Company, effective September 11, 2020. On August 19, 2020, the Board of Directors (the "Board") of the Company appointed Lanny Baker, the Company's Chief Financial Officer, as its principal accounting officer, effective September 11, 2020.
Mr. Baker, age 53, has served as the Company's Chief Financial Officer since September 2019. Prior to joining the Company, Mr. Baker served as chief financial officer of Yelp Inc., a technology platform for local business reviews, from May 2016 to August 2019. Prior to joining Yelp, Mr. Baker served as chief executive officer and president of ZipRealty, Inc., an online real estate brokerage and technology company, from September 2010 through March 2016. He also served as executive vice president and chief financial officer of ZipRealty from December 2008 to September 2010. ZipRealty was acquired by Realogy Holdings, Inc. in August 2014. From June 2007 to December 2008, Mr. Baker was an independent investor. From March 2005 to June 2007, he served as senior vice president and chief financial officer of Monster Worldwide, Inc., which operates the employment website monster.com. From 1993 to 2005, Mr. Baker held various positions at Salomon Brothers (subsequently Salomon Smith Barney, then Citigroup), including managing director in the Equity Research Department. Mr. Baker holds a B.A. from Yale College.
No changes were made to Mr. Baker’s compensation or employment arrangements in connection with his appointment as principal accounting officer. Mr. Baker’s offer letter was filed as Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission (the "SEC") on August 8, 2019.
Departure of Director
On August 18, 2020, Lorrie Norrington informed the Company that she intended to resign from the Board and on August 19, 2020, Ms. Norrington's resignation was accepted by the Board. Ms. Norrington's resignation was not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Ms. Norrington will continue to serve as a consultant to the Company.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, including but not limited to statements regarding Ms. Norrington's continued service to the Company as a consultant. 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 by law, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. However, readers should carefully review the reports and documents the Company files or furnishes from time to time with the SEC, particularly its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | | | | |
| | | | |
| Date: August 21, 2020 | | EVENTBRITE, INC. | | |
| | | | |
| | By: | | /s/ Julia Hartz |
| | | | Julia Hartz |
| | | | Chief Executive Officer |
