8-K
Robinhood Markets, Inc. (HOOD)
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): November 11, 2021
Robinhood Markets, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40691 | 46-4364776 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
85 Willow Road
Menlo Park, CA 94025
(Address of principal executive offices) (Zip Code)
(844) 428-5411
(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 | |||
| Class A Common Stock, $0.0001 par value per share | HOOD | The Nasdaq Stock Market LLC | 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.
Director Resignation
On November 11, 2021, Jan Hammer notified Robinhood Markets, Inc. ("Robinhood" or "the Company”) of his resignation as a member of the Company’s Board of Directors (the "Board"), effective as of December 31, 2021.
Mr. Hammer's resignation was not the result of any disagreement between Mr. Hammer and the Company on any matter relating to the Company’s operations, policies or practices.
Appointment of New Director
On November 15, 2021, the Board appointed Frances Frei to the Board, effective as of November 15, 2021. The Board also appointed her to serve on the Audit Committee and the People and Compensation Committee, commencing concurrently with her Board service. Professor Frei is a Class II director, with an initial term expiring at Robinhood’s 2023 annual meeting of stockholders. In connection with Professor Frei’s appointment, the Board increased the number of directors on the Board from eight to nine.
Professor Frei will participate in Robinhood’s Non-Employee Director Compensation Program as described under “Director Compensation” in the Company’s final IPO prospectus, dated July 28, 2021, which was filed with the Securities and Exchange Commission on July 30, 2021. In addition, the Company has entered into an indemnification agreement with Professor Frei, the form of which appears as Exhibit 10.1 to Robinhood’s Amendment No. 1 to Form S-1 Registration Statement filed July 19, 2021.
There are no arrangements or understandings between Professor Frei and any other persons pursuant to which she was selected as a director, she has no family relationships with any of Robinhood’s directors or executive officers, and she has no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On November 16, 2021, Robinhood published a blog post announcing Professor Frei’s appointment to the Board. A copy of that blog post is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Robinhood intends to use its blog, Under the Hood, as a means of disclosing material information to the public in a broad, non-exclusionary manner for purposes of the SEC’s Regulation Fair Disclosure (Reg. FD). Under the Hood can be accessed at https://blog.robinhood.com/ and investors should routinely monitor that website, in addition to the Company’s press releases, SEC filings, and public conference calls and webcasts, as information posted on the Company’s blog could be deemed to be material information.
The information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for 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, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description |
|---|---|
| 99.1 | Blog post dated November 16, 2021 |
| 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, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Robinhood Markets, Inc. | |||
|---|---|---|---|
| Date: | November 16, 2021 | By: | /s/ Jason Warnick |
| Name: Jason Warnick | |||
| Title: Chief Financial Officer |
Document
Exhibit 99.1
November 16, 2021
Robinhood Markets Welcomes Frances Frei to its Board of Directors
Jan Hammer will leave the Board to continue his focus on early stage investing at Index Ventures
Today, we’re excited to share that Frances Frei is joining Robinhood Markets’ Board of Directors. Frances was officially appointed to the Board yesterday, November 15, 2021.
“Frances is globally recognized for her work helping high-growth organizations take their performance to the next level,” said Vlad Tenev, CEO and Co-Founder of Robinhood. “She’s a constant advocate for building trust both with customers and within organizations, making her an incredible addition to our board."
“Robinhood is one of the rare examples of a business where a relentless drive to delight customers is embedded across the organization,” said Frances Frei. “I’m thrilled to be part of Robinhood’s Board of Directors and help the company pursue its mission to democratize finance for all.”
Frances Frei is a Professor of Technology and Operations Management at Harvard Business School.
Her research investigates how leaders create the conditions for organizations and individuals to thrive by designing for excellence in strategy, operations, and culture. She regularly advises organizations embarking on large-scale change initiatives, including embracing diversity and inclusion as a lever for
significantly improving performance. Frances holds a Ph.D. from the Wharton School at the University of Pennsylvania, a M.Eng. from Pennsylvania State University and a B.A. from the University of Pennsylvania.
Additionally, Jan Hammer, General Partner at Index Ventures, will resign from the Board effective December 31 as he continues his focus on investing in early-stage companies and founders.
“Jan has believed in Robinhood’s mission since our earliest days,” said Vlad Tenev, CEO and Co-Founder of Robinhood. “We’re deeply grateful for Jan’s investment in Robinhood and his wise counsel and friendship over the years. We look forward to watching him continue to support the next generation of founders.”
“Eight years ago, Vlad and Baiju came to me with the idea for a zero-commission trading app,” said Jan Hammer, Partner at Index Ventures. “Since then, Robinhood has opened up the world of finance, broken down barriers, and demonstrated that everyone can be an investor. I am immensely proud of what Robinhood has achieved, and it’s been an absolute privilege to serve on the Board of Directors.”
Other members of Robinhood Markets’ Board of Directors are CEO and Co-Founder Vlad Tenev, Chief Creative Officer and Co-Founder Baiju Bhatt, lead independent director Jon Rubinstein, Senior Advisor at PDT Partners, and independent directors Scott Sandell, Managing General Partner at NEA, Paula Loop, retired Partner at PwC, Robert Zoellick, Senior Fellow of the Belfer Center for Science and International Affairs at Harvard University and Senior Counselor at the Brunswick Group, and Dara Treseder, SVP of Global Marketing & Communications at Peloton.