Coinbase Global, Inc 8-K/A, filed Dec 2, 2022
Coinbase Global, Inc. (COIN)
8-K/A
2022-12-02
For: 2022-10-28
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Added on
April 07, 2026
About this 8-K/A
Coinbase Global, Inc filed this 8-K/A on December 2, 2022, reporting on events of October 28, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
| (Amendment No. 1) | ||
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 28, 2022
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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).
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Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed by Coinbase Global, Inc. (“Coinbase” or the “Company”) on a Current Report on Form 8-K filed on November 2, 2022, the Company and Surojit Chatterjee mutually agreed on October 28, 2022 that Mr. Chatterjee would step down as Chief Product Officer, effective November 30, 2022. The Company also disclosed at that time that it was expected that Mr. Chatterjee will continue to serve Coinbase in an advisory role through at least February 3, 2023.
On November 30, 2022, in recognition of Mr. Chatterjee’s contributions throughout his employment to Coinbase, the Company and Mr. Chatterjee entered into a separation agreement (the “Separation Agreement”) that provides, among other things, that Mr. Chatterjee’s last date of employment with the Company will be February 3, 2023 (the “Separation Date”), that the vesting of Mr. Chatterjee’s Company stock options and Company restricted stock units shall cease vesting effective as of November 30, 2022 except as set forth below, and that Mr. Chatterjee is entitled to certain severance benefits, including (i) a lump sum payment consistent with our existing Change of Control and Severance Policy, which provides for payments and benefits to executive officers upon certain qualifying terminations and (ii) payment by the Company of insurance premiums in order to continue to receive health insurance coverage pursuant to COBRA for a period of ten months following the month of the Separation Date. Pursuant to the Separation Agreement, provision of these severance benefits is contingent upon Mr. Chatterjee not revoking a separation and release of claims in favor of the Company. Additionally, the Company and Mr. Chatterjee entered into an advisory agreement on November 30, 2022 (the “Advisory Agreement”) pursuant to which Mr. Chatterjee will provide advisory services during the period commencing on February 4, 2023 through December 31, 2023 and 249,315 of the shares subject to Mr. Chatterjee’s unvested stock options shall be eligible to vest, subject to Mr. Chatterjee’s continued services under the Advisory Agreement.
The foregoing descriptions of the Separation Agreement and the Advisory Agreement are not complete and are qualified in their entirety by reference to the Separation Agreement and the Advisory Agreement, copies of which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the year ending December 31, 2022.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COINBASE GLOBAL, INC. | ||||||||
| Dated: December 2, 2022 | By: | /s/ Alesia J. Haas | ||||||
| Alesia J. Haas | ||||||||
| Chief Financial Officer | ||||||||