| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 17, 2023, Pinterest, Inc. (the “Company”) appointed Scott Schenkel to the Company’s Board of Directors (the “Board”) as a Class II director effective September 15, 2023. The Board has affirmatively determined that Mr. Schenkel is “independent” under the rules of the New York Stock Exchange and the rules and regulations of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Mr. Schenkel has also been appointed to the Company’s Audit and Risk Committee effective as of September 15, 2023.
There are no arrangements or understandings between Mr. Schenkel and any other person pursuant to which Mr. Schenkel was appointed as a director. Mr. Schenkel has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Schenkel will receive compensation consistent with that received by the Company’s other non-employee directors, as described in the Company’s proxy statement on Schedule 14A for the 2023 annual meeting of stockholders, filed with the U.S. Securities and Exchange Commission on April 12, 2023.
Mr. Schenkel will enter into an indemnification agreement with the Company in the same form as entered into with other directors, which is filed as an exhibit to Amendment No. 2, filed April 8, 2019, to the Company’s Registration Statement on Form S-1 (Registration No, 333-230458).
| Item 7.01 | Regulation FD Disclosure. |
Appointment of New Director
On September 19, 2023, the Company issued a press release relating to Mr. Schenkel’s appointment. This press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Investor Day Presentation
On September 19, 2023, the Company presented information regarding the Company’s financial performance and outlook, current Q3 2023 revenue outlook, market opportunity, long range financial model and certain other information to investors, analysts, members of the press and the general public at the Company’s Investor Day event. A copy of the presentation, which includes forward-looking statements and related risks is included with this Form 8-K for convenience and attached hereto as Exhibit 99.2.
Share Repurchase Program
On September 16, 2023, the Board authorized a stock repurchase program of up to $1 billion of its Class A common stock. Under the stock repurchase program, the Company is authorized to repurchase, from time-to-time, shares of its Class A common stock through open market purchases, in privately negotiated transactions or in such other manner as permitted by securities law and as determined by management at such time and in such amounts as management may decide. The program does not obligate the Company to repurchase any specific number of shares and may be modified, suspended or discontinued at any time. The timing, manner, price and amount of any repurchases are determined by the Company in its discretion and depend on a variety of factors, including legal requirements, price and economic and market conditions.
The information in this item 7.01 and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
