Form 8-K - Current report

Date: September 18, 2023

/s/ Michael O’Sullivan

Michael O’Sullivan

General Counsel

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): September 18, 2023 (September 14, 2023)

SNAP INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-38017

45-5452795

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3000 31st Street

Santa Monica, California

90405

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (310) 399-3339

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:

☐	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

SNAP

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 14, 2023, our board of directors approved an increase to the size of the board from nine to ten members and appointed Patrick Spence to fill the newly created vacancy. Mr. Spence will serve until the earlier of (a) the next annual meeting of our stockholders, (b) the effectiveness of the next action by written consent of stockholders in lieu of an annual meeting, and (c) his death, resignation, or removal. Mr. Spence has not been appointed to serve on any committees of the board of directors.

Mr. Spence, age 49, has served as the Chief Executive Officer and member of the board of directors of Sonos, Inc. since January 2017, as its President since July 2016, and as its Chief Commercial Officer from June 2012 to June 2016. Prior to joining Sonos, Inc., Mr. Spence spent 14 years at Research In Motion Limited, a consumer electronics company and the developer of the BlackBerry device, in a variety of senior roles, including most recently serving as the Senior Vice President and the Managing Director of Global Sales and Regional Marketing from August 2011 until June 2012. Mr. Spence holds a BA in business administration from the Ivey Business School at the University of Western Ontario.

There are no family relationships between Mr. Spence and any of our directors or executive officers, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Further, there is no arrangement or understanding between Mr. Spence and any other persons or entities pursuant to which Mr. Spence was appointed as a director.

Mr. Spence will be compensated as a member of our board of directors under the terms of our Non-Employee Director Compensation Policy.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

99.1		Press release dated September 18, 2023.

104		Cover Page Interactive Data File (embedded within the 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 thereunto duly authorized.

Exhibit 99.1

Patrick Spence Joins Snap Inc. Board of Directors

SANTA MONICA, Calif— Snap Inc. (NYSE: SNAP) announced today that Patrick Spence, Chief Executive Officer and member of the board of directors of Sonos, Inc. (NASDAQ: SONO), has been appointed to the company’s board of directors, effective as of September 14, 2023.

“We are excited to welcome Patrick to Snap’s board and we are grateful for the opportunity to benefit from his extensive experience building innovative products,” said Evan Spiegel, co-founder and Chief Executive Officer of Snap Inc.

“Patrick brings a wealth of experience and expertise to Snap,” said Michael Lynton, Chairperson of the board of directors of Snap Inc. “We look forward to benefiting from his unique perspective and insights in the years to come.”

“I’m thrilled to join the Snap board and collaborate with Evan, Michael, and my fellow directors to help Snap drive its business forward,” said Spence. “Snap has a proven ability to innovate at the highest level, and I look forward to working with the team.”

Mr. Spence has served as Chief Executive Officer and member of the board of directors of Sonos, Inc. since January 2017. Prior to joining Sonos, Mr. Spence spent 14 years at Research In Motion Limited, a consumer electronics company and the developer of the BlackBerry device, in a variety of senior roles, including most recently as the Senior Vice President and Managing Director of Global Sales and Regional Marketing. Mr. Spence holds a BA in business administration from the Ivey Business School at the University of Western Ontario.

About Snap Inc.

Snap Inc. is a technology company. We believe the camera presents the greatest opportunity to improve the way people live and communicate. We contribute to human progress by empowering people to express themselves, live in the moment, learn about the world, and have fun together. For more information, visit snap.com.

Investors and Analysts:

ir@snap.com

Press:

press@snap.com

Document and Entity Information	Sep. 14, 2023
Cover [Abstract]
Entity Registrant Name	Snap Inc
Amendment Flag	false
Entity Central Index Key	0001564408
Document Type	8-K
Document Period End Date	Sep. 14, 2023
Entity Incorporation State Country Code	DE
Entity File Number	001-38017
Entity Tax Identification Number	45-5452795
Entity Address, Address Line One	3000 31st Street
Entity Address, City or Town	Santa Monica
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90405
City Area Code	(310)
Local Phone Number	399-3339
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A Common Stock, par value $0.00001 per share
Trading Symbol	SNAP
Security Exchange Name	NYSE
Entity Emerging Growth Company	false