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): October 19, 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.
Appointment of New Director
On October 19, 2021, the Board of Directors (the “Board”) of Robinhood Markets, Inc. (“Robinhood”) appointed Dara Treseder to the Board, effective as of November 1, 2021. The Board also appointed her to serve on the People and Compensation Committee and the Nominating and Corporate Governance Committee, commencing concurrently with her Board service. Ms. Treseder will be a Class I director, with an initial term expiring at Robinhood’s 2022 annual meeting of stockholders. In connection with Ms. Treseder’s appointment, the Board increased the number of directors on the Board from seven to eight.
Ms. Treseder 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 will enter into an indemnification agreement with Ms. Treseder, 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 Ms. Treseder 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 October 21, 2021, Robinhood published a blog post announcing Ms. Treseder’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.
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 October 21, 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: | October 21, 2021 | By: | /s/ Jason Warnick |
| Name: Jason Warnick | |||
| Title: Chief Financial Officer |
Document
Robinhood Markets Welcomes Dara Treseder to its Board of Directors
October 21, 2021
Today, we’re thrilled to share that Dara Treseder has been appointed as the newest member of Robinhood Markets’ Board of Directors. Dara will join the Board effective November 1, 2021.
“Very few people have Dara’s deep understanding of what it takes to build a brand that both delights its customers and speaks its values,” said Vlad Tenev, CEO and Co-Founder of Robinhood. “I’m honored to have her join our Board and look forward to the invaluable insights she will provide to Robinhood as we work to tell our story and further our mission to democratize finance for all.”
“Robinhood has levelled the playing field, allowing for a younger, more diverse generation of investors to participate in the financial markets for the very first time,” said Dara, Robinhood’s new Board member. “I’m delighted to join Robinhood’s Board of Directors as the company continues to evolve its unique brand identity as the most transformative force in finance.”
Dara is a Senior Vice President and Head of Global Marketing & Communications at Peloton—the leading interactive fitness platform. At Peloton, Dara sets the strategy and goals for Marketing to build the Peloton brand, market the product portfolio, and drive the company's growth and international expansion. She has been recognized by Forbes as one of the top 3 "Most Influential CMOs in the
World," by Adweek as a “Brand Genius,” by Business Insider as one of the top 25 "Most Innovative CMOs in the world," by AdAge as one of the “Women to Watch,” and by Inc. Magazine as one of the “30 Inspirational Women to Watch in Tech.” A champion of public health, women’s issues and diversity initiatives, Dara is the vice chair of the board of the Public Health Institute (PHI). Dara holds an AB from Harvard University and an MBA from Stanford University.
Other members of Robinhood Markets’ Board of Directors include 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 Jan Hammer, Partner at Index Ventures, Scott Sandell, Managing General Partner at NEA, Paula Loop, retired Partner at PwC, and Robert Zoellick, Senior Fellow of the Belfer Center for Science and International Affairs at Harvard University and Senior Counselor at the Brunswick Group.