8-K

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 31, 2024

ETSY, INC.

(Exact name of registrant as specified in its charter)

_____________________________________

Delaware	001-36911	20-4898921
(State or other jurisdiction<br>of incorporation)	(Commission<br>File Number)	(IRS Employer<br>Identification No.)

117 Adams Street

Brooklyn, New York 11201

(Address of principal executive offices, including zip code)

(718) 880-3660

(Registrant's telephone number, including area code)

N/A

(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
Common Stock, $0.001 par value per share	ETSY	The Nasdaq Global Select Market

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 31, 2024, the Board of Directors (the “Board”) of Etsy, Inc. ("Etsy"), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Marc Steinberg to the Board to serve as a Class I director (for a term expiring at the 2025 annual meeting of stockholders), effective February 5, 2024. In connection with Mr. Steinberg’s appointment, the Board increased its size to ten directors, effective February 5, 2024, and upon Mr. Steinberg joining the Board. He was also appointed to the Board’s Audit Committee, effective February 5, 2024.

As a non-employee director, Mr. Steinberg will be compensated for his services pursuant to Etsy's Amended and Restated Compensation Program for Non-Employee Directors, effective as of February 6, 2023 and filed as Exhibit 10.3 to Etsy's Quarterly Report on Form 10-Q for the quarter-ended March 31, 2023. Etsy also expects to enter into its standard indemnification agreement for directors with Mr. Steinberg, the form of which was filed as Exhibit 10.1 to Etsy's Annual Report on Form 10-K for the year-ended December 31, 2022.

Mr. Steinberg was not selected as a director pursuant to any arrangements or understandings with Etsy or with any other person, and there are no related party transactions between Etsy and Mr. Steinberg that would require disclosure under Item 404(a) of Regulation S-K.

A copy of the press release announcing Mr. Steinberg's appointment to the Board of Directors has been filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release Issued by Etsy, Inc. on February1, 2024
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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.

ETSY, INC.

By: /s/Colin Stretch

Colin Stretch

Chief Legal Officer

Dated: February 1, 2024

3

Document

Exhibit 99.1

Etsy Announces the Appointment of Marc Steinberg to its Board of Directors

Brooklyn, N.Y., February 1, 2024 – Etsy, Inc. (Nasdaq: ETSY), which operates two-sided online marketplaces that connect millions of passionate and creative buyers and sellers around the world, today announced that its Board of Directors has appointed Marc Steinberg, Partner at Elliott Investment Management, L.P. (together with its affiliates, “Elliott”) to the company's Board, effective February 5, 2024. He will also join the Board's Audit Committee.

“We are excited to welcome Marc to the Etsy Board,” said Josh Silverman, Chief Executive Officer, Etsy. “Marc brings unique and valuable experience as an investor and board member in the technology, digital media, and e-commerce industries. We’ve gotten to know Marc, and appreciate his passion for Etsy’s mission and excitement about the future growth opportunities for all of our stakeholders.“

“Etsy has a highly differentiated position in the e-commerce landscape and a uniquely attractive business model, supported by a distinctive and engaged community,” said Marc Steinberg. “We became a sizable investor in Etsy and I am joining its board because I believe there is an opportunity for significant value creation. I am looking forward to working with the Board and supporting Josh and the team as they execute on initiatives to improve the customer experience, accelerate top- and bottom-line growth, and drive long-term value.”

Chairman of the Board Fred Wilson said, “Marc’s appointment reflects our ongoing commitment to enhance the perspectives and expertise on the Etsy Board. We look forward to benefiting from his voice in the boardroom as a seasoned and experienced investor as we continue our journey of creating a leading global e-commerce platform.”

At Elliott, Marc Steinberg is responsible for public and private equity investments across a range of industries, including the technology, media, and telecommunications sectors. He currently serves on the boards of directors of Pinterest, Inc. (NYSE: PINS) as well as three private companies: Nielsen Holdings, plc, a global leader in audience insights, data, and analytics; Syneos Health, a fully integrated biopharmaceutical solutions organization; and Cubic, a technology-driven provider of solutions for public transit and defense applications. Previously, Mr. Steinberg served as a director of Athenahealth, Inc., a private provider of network-enabled services focused on the healthcare sector. Prior to joining Elliott in 2015, Mr. Steinberg worked at investment bank Centerview Partners. Mr. Steinberg received his A.B. from Harvard College, from which he graduated magna cum laude and Phi Beta Kappa.

Etsy’s Board of Directors has an ongoing commitment to director refreshment. Since 2018, Etsy has added three new directors: Marla Blow; Andrew Ballard; and Gary Briggs. Mr. Steinberg’s appointment increases the size of Etsy's Board to ten members, including nine independent directors.

About Etsy

Etsy, Inc. operates two-sided online marketplaces that connect millions of passionate and creative buyers and sellers around the world. These marketplaces share a mission to "Keep Commerce Human," and we're committed to using the power of business and technology to strengthen communities and empower people. Our primary marketplace, Etsy.com, is the global destination for unique and creative goods. Buyers come to Etsy to be inspired and delighted by items that are crafted and curated by creative entrepreneurs. For sellers, we offer a range of tools and services that address key business needs.

Etsy, Inc.'s "House of Brands" portfolio also includes fashion resale marketplace Depop and musical instrument marketplace Reverb. Each Etsy, Inc. marketplace operates independently, while benefiting from shared expertise in product, marketing, technology, and customer support.

Etsy was founded in 2005 and is headquartered in Brooklyn, New York.

Etsy has used, and intends to continue using, its Investor Relations website and the Etsy News Blog (blog.etsy.com/news) to disclose material non-public information and to comply with its disclosure obligations under Regulation FD. Accordingly, you should monitor our investor relations website and the Etsy News Blog in addition to following our press releases, SEC filings, and public conference calls and webcasts.

Investor Relations Contact:

Deb Wasser, Vice President, Investor Relations & ESG Engagement

Jessica Schmidt, Sr. Director, Investor Relations

ir@etsy.com

Media Relations Contact:

Sarah Marx, Director, Corporate Communications

press@etsy.com