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): January 20, 2023
SKILLZ INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-39243 | | 84-4478274 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
PO Box 445
San Francisco, California 94104
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (415) 762-0511
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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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 |
| Class A common stock, par value $0.0001 per share | | SKLZ | | NYSE |
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.
On January 20, 2023, a majority in voting power of the shares of capital stock of Skillz Inc. (the “Company”) appointed Mr. Alexander Mandel to the Board of Directors (the “Board”). Mr. Mandel, 52, currently serves as Chief Financial Officer of the Influential Network Inc., a privately-held influencer marketing company, and has served in such capacity since January 2022. From January 2019 through December 2021, he served as Chief Financial Officer of Fluent, Inc. (Nasdaq: FLNT), and as an independent financial consultant to the company from July 2018 through December 2018. From February 2016 to June 2018, Mr. Mandel served as the Chief Financial Officer of IAC Applications, a division of IAC/InterActiveCorp (Nasdaq: IAC). From 2010 to 2015, Mr. Mandel was employed by LendingTree, Inc. (Nasdaq: TREE), including as its Chief Financial Officer from 2012 to 2015. He was a Managing Director at Centerview Partners LLC, an investment banking advisory firm in New York City, from 2008 to 2010. Prior to that, Mr. Mandel held various positions at investment banking firm Bear, Stearns & Co. Inc. from 1996 to 2008, including Managing Director beginning in 2003. He received his Bachelor of Arts in Economics from Tufts University and his Masters of Business Administration from Columbia Business School.
On January 20, 2023, Vandana Mehta-Krantz notified the Company of her decision to resign from the Board, effective immediately. Ms. Mehta-Krantz's resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Also, on January 20, 2023, the Board appointed Mr. Mandel to the Audit Committee. The Board affirmatively determined that Mr. Mandel (i) is an independent director under the applicable rules of the NYSE and as such term is defined in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended and (ii) meets all applicable requirements for membership on the Audit Committee.
There is no arrangement or understanding between Mr. Mandel and any other persons pursuant to which Mr. Mandel was appointed as a director. Furthermore, there are no family relationships between Mr. Mandel and any other director or executive officer of the Company and there are no transactions between Mr. Mandel and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
Mr. Mandel will receive compensation consistent with the Company’s compensation program for non-employee directors, as described in the Company’s proxy statement, filed with the U.S. Securities and Exchange Commission on April 1, 2022.
A press release announcing Mr. Mandel’s appointment to the Board is attached hereto as Exhibit 99.1.
Item 5.07. Submission of Matters to a Vote of Security Holders
On January 20, 2023, a majority in voting power of the shares of capital stock of the Company, authorized and approved, by written consent in accordance with Section 228 of the Delaware General Corporation Law, the appointment of Mr. Mandel to the Board.
Item 8.01. Other Events
The Company hereby transmits a copy of a notice to stockholders pursuant to Section 228(e) of the Delaware General Corporation Law. A copy of the notice is attached hereto as Exhibit 99.2.
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| Item 9.01. | Financial Statements and Exhibits. |
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| Exhibit Number | | Description |
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| 104 | | Cover Page Interactive Data File (formatted as inline XBRL Document) |
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.
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| | SKILLZ INC. |
| | | |
| | By: | /s/ Charlotte J. Edelman |
| | Name: | Charlotte J. Edelman |
| | Title: | General Counsel and Secretary |
Date: January 20, 2023 | | |
