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
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Date of Report (Date of earliest event reported): January 28, 2022 |
Bill.com Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-39149 | 83-2661725 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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6220 America Center Drive, Suite 100 | |
San Jose, California | | 95002 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (650) 621-7700 |
(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:
☐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:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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Common Stock, $0.00001 par value | | BILL | | The New York Stock Exchange |
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 2.02 Results of Operations and Financial Condition.
On February 3, 2022, Bill.com Holdings, Inc. (the "Company") issued a press release and will hold a conference call regarding its financial results for the second fiscal quarter ended December 31, 2021. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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, except as expressly set forth by specific reference in such a filing.
The Company makes reference to certain non-GAAP financial information in both the press release and the conference call. A reconciliation of GAAP to non-GAAP results is provided in the press release attached as Exhibit 99.1 hereto.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 3, 2022, the Company announced that it has consolidated its sales teams across the Company and Blake Murray, Chief Executive Officer and Co-Founder of Divvy (a subsidiary of the Company), has been appointed Chief Revenue Officer of the Company, effective immediately.
On January 28, 2022, Thomas J. Clayton notified the Company of his decision to resign from his position as Chief Revenue Officer of the Company, effective February 18, 2022. In connection with Mr. Clayton’s resignation, the Company entered into a severance agreement (the “Agreement”) with Mr. Clayton pursuant to which, in exchange for a general release of claims, Mr. Clayton will receive (i) a lump sum payment representing three months’ base salary and (ii) the acceleration of vesting for 8,109 restricted stock units and 5,067 options to purchase shares of the Company’s common stock. The foregoing description of the Agreement is qualified in its entirety by the full text of the Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2022.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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 thereunto duly authorized.
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| | | BILL.COM HOLDINGS, INC. |
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Date: | February 3, 2022 | By: | /s/ John Rettig |
| | | John Rettig
Chief Financial Officer and
Executive Vice President, Finance and Operations |
