Bumble Inc 8-K/A, filed Feb 28, 2025
Bumble Inc. (BMBL)
About this 8-K/A
Bumble Inc filed this 8-K/A on February 28, 2025, reporting on events of January 13, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Explanatory Note
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(c) and (e)
In connection with the appointment of Ms. Wolfe Herd, the Company’s Founder and Executive Chair of the Board, to the role of the Company’s Chief Executive Officer, effective as of March 17, 2025 (the “Effective Date”), Ms. Wolfe Herd entered into a letter agreement with the Company on February 28, 2025 (the “Agreement”). Pursuant to the Agreement and upon the Effective Date, Ms. Wolfe Herd will continue to (i) receive the same annual base salary as currently in effect, (ii) be eligible to receive an annual cash bonus in accordance with the Company’s bonus plan with a target bonus amount equal to 100% of Ms. Wolfe Herd’s annual base salary, and (iii) be eligible to participate in the Company’s employee benefit plans and programs available to senior executives. Ms. Wolfe Herd’s existing equity awards will also continue to vest in accordance with their terms. In addition, as soon as reasonably practicable following the Effective Date, Ms. Wolfe Herd is entitled to receive an equity grant comprised of restricted stock units with a grant date fair value of $9 million.
The Agreement supersedes the letter agreement entered into between Ms. Wolfe Herd and the Company in connection with Ms. Wolfe Herd’s transition to the Executive Chair role in January 2024.
The foregoing summary description of the terms of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 attached hereto and the terms of which are incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description of Exhibit | |
| 10.1 | Letter Agreement, dated as of February 28, 2025, by and between Bumble Inc. and Whitney Wolfe Herd | |
| 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 hereunto duly authorized.
| BUMBLE INC. | ||||||
| Date: February 28, 2025 | By: | /s/ Elizabeth Monteleone | ||||
| Name: | Elizabeth Monteleone | |||||
| Title: | Chief Legal Officer | |||||
Exhibit 10.1
February 28, 2025
Whitney Wolfe Herd
Re: Transition Letter: Chief Executive Officer
Dear Whitney,
This letter confirms the understanding between you and Bumble Inc. (the “Company”) regarding the transition of leadership that will take place on March 17, 2025 (the “Transition Date”).
As of the Transition Date, you will (i) cease serving as Executive Chair of the Company; and (ii) become Chief Executive Officer of the Company, with such duties and responsibilities commensurate with such role and otherwise as mutually agreed between you and the Board of Directors of the Company (the “Board”). You will report directly to the Board. In addition, you will remain a Class III Director on the Board, serving in accordance with the Company’s Bylaws. Your work will be performed in a manner substantially consistent with your prior tenure as Chief Executive Officer.
Your employment agreement dated January 29, 2020 (the “Employment Agreement”), shall remain in full force and effect except as modified by this letter and the schedules hereto (any breach by the Company of this letter, including such schedules, shall be deemed a breach of the Employment Agreement for purposes of Section 5(d)(iii)(D) thereof). Effective as of the Transition Date, the Transition Letter: Executive Chair addressed from the Company to you, dated December 23, 2023, shall be terminated and of no further force or effect; provided, that Schedule I thereto (and re-attached hereto as Schedule I) shall replace Schedule I to the Employment Agreement. Except as set forth in the preceding sentence, all agreements between you and the Company (or any of its affiliates) shall remain in full force and effect.
Your compensation for the Chief Executive Officer role will be effective on the Transition Date, as set forth below:
-Your base salary as currently in effect
-Your participation in the Company’s annual bonus plan, with a target bonus amount equal to 100% of your base salary (which shall be the “Target Bonus” for purposes of the Employment Agreement, and which shall apply on a non-prorated and non-blended basis for 2025), with actual bonuses based on the achievement of certain performance objectives as approved by the Company in its sole discretion
-Incentive awards previously awarded continue to vest in accordance with their terms
-As soon as reasonably practical following the Transition Date, you will receive an equity award with a value of $9M (100% RSUs).
Without limitation of your rights under Section 5(d)(iii) of the Employment Agreement, this arrangement will be reviewed annually at the same time of year as other senior executive reviews are completed at the Company.
In addition, without limitation of your rights under the Employment Agreement (including Section 4 thereof and Schedule II thereto), you will continue to be eligible to participate in the employee benefit plans and programs of the Company applicable to senior executives generally, as may be in effect from time to time.
For the avoidance of doubt and simply for illustrative and non-exhaustive purposes, the Company does not have any ownership or other claims to any intellectual property or other rights arising from the ideas, projects or businesses described in Schedule II hereto (“Separate Projects”). Notwithstanding anything herein to the contrary, nothing in this letter shall limit or otherwise modify your non-competition and other restrictive covenant obligations set forth in the Employment Agreement.
Thank you for your continued dedication and commitment to Bumble.
Sincerely,
Bumble Inc.
| By: | /s/ Ann Mather | |
| Name: | Ann Mather | |
| Title: | Lead Independent Director | |
| of the Board of Directors, Bumble Inc. |
| Acknowledged and Agreed: |
| /s/ Whitney Wolfe Herd |
| Whitney Wolfe Herd |
| Date: February 28, 2025 |
Schedule I
Intentionally Omitted
Schedule II
Intentionally Omitted