| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
On February 2, 2023, Kirthiga Reddy notified WeWork Inc. (the “Company”) of her resignation from the Company’s Board of Directors (the “Board”), effective immediately. The resignation is not the result of any disagreement with the Company with respect to any matter relating to the Company’s operations, policies or practices. Ms. Reddy served on the Nominating and Corporate Governance Committee of the Board.
Ms. Reddy occupied a seat on the Board pursuant to a designation by SVF Endurance (Cayman) Limited (“SVF”) under the Stockholders Agreement dated October 20, 2021, by and among the Company, BowX Sponsor, LLC, SVF II WW Holdings (Cayman) Limited (formerly known as SB WW Holdings (Cayman) Limited), SVF and Benchmark Capital Partners VII (AIV), L.P. (the “Stockholders Agreement”). Pursuant to the Stockholders Agreement, SVF designated David Tolley to fill the vacancy on the Board created by Ms. Reddy’s’s resignation. Upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed Mr. Tolley as a member of the Board and as a member of the Nominating and Corporate Governance Committee, in each case, effective February 2, 2023.
Mr. Tolley brings over 25 years of experience creating and executing strategies that increase corporate valuation, cash flow and revenue. He most recently served as Chief Financial Officer at Intelsat S.A. from 2019 to 2022. Over the course of his career, Mr. Tolley has also served as Chief Financial Officer of OneWeb, Senior Advisor to Stonepeak Infrastructure Partners, and as a Vice President in the Investment Banking Division of Morgan Stanley. Mr. Tolley was also a private equity partner at Blackstone from 2000 to 2011, where he focused on satellite services, broadcasting and newspaper strategy and investments. He previously served as a member of the Board of Directors of ExteNet Systems, Cumulus Media, Beechcraft, Gold Toe, Freedom Communications, Montecito Broadcast Group, New Skies Satellites, Centennial Communications and currently serves on the Board of Directors of Digital Bridge and KVH Industries. He holds a Master of Business Administration from Columbia Business School and a Bachelor of Arts in Economics & History from the University of Michigan.
The Company is a party to various transactions with SVF and other related parties, as described under the “Certain Relationships and Related Person Transactions” section and the “Subsequent Events” sub-section under “Financial Statements and Supplementary Data” in the Company’s registration statements on Form S-1 (File Nos. 333-260976 and 333-264085), as amended and supplemented, each of which section is incorporated herein by reference. In connection with his service as a director of the Company, Mr. Tolley will receive a grant of restricted stock units (“RSUs”) consistent with the Company’s compensation program for non-employee directors. The number of RSUs granted will be equal to $233,750 divided by the average closing price of the Company’s Class A common stock over the 10 trading days prior to (but not including) March 2, 2023, rounded to the nearest whole number. The RSUs will vest on the day immediately prior to the 2024 annual shareholders meeting, subject to continued service on the Board through such date.
| Item 7.01 | Regulation FD Disclosure. |
On February 7, 2023, the Company issued a press release announcing the appointment of David Tolley to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the 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 and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
