Pinterest, Inc 8-K, filed May 9, 2024
Pinterest, Inc. (PINS)
8-K
2024-05-09
For: 2024-05-09
View Original
Added on
April 12, 2026
About this 8-K
Pinterest, Inc filed this 8-K on May 9, 2024.
Items reported
- Item 5.02: Director or officer change, or executive pay
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 09, 2024
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(Exact Name of Registrant as Specified in its Charter)
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
(415 ) 762-7100
(Registrant’s telephone number, including area code)
Not Applicable
(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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
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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).
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 May 6, 2024, Jeffery Jordan, an independent member of the board of directors (the “Board”) of Pinterest, Inc. (the “Company”) notified the Board of his decision to retire from the Board effective May 9, 2024. Mr. Jordan’s decision to retire from the Board was not due to any disagreement with the Company, the Board or management of the Company regarding any matter related to the Company’s operations, policies, practices or otherwise. The Board appreciates and thanks Mr. Jordan for his contribution to the Company through his service as a member of the Board.
On May 8, 2024, Charles “Chip” Bergh was appointed to the Company’s Board effective May 9, 2024 as a Class I director. The Board has affirmatively determined that Mr. Bergh is “independent” under the rules of the New York Stock Exchange and the rules and regulations of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Mr. Bergh has also been appointed to the Company’s Nominating and Corporate Governance Committee and Talent Development and Compensation Committee effective as of May 9, 2024.
Mr. Bergh will receive compensation consistent with that received by the Company’s other non-employee directors, as described in the Non-Employee Director Compensation Policy, attached as Exhibit 10.1 to the Company’s Form 10-Q filed with the U.S. Securities and Exchange Commission on April 30, 2024.
There are no arrangements or understandings between Mr. Bergh and any other person pursuant to which Mr. Bergh was appointed as a director. Mr. Bergh has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
SIGNATURE
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.
| PINTEREST, INC. | ||||||||
| Date: May 9, 2024 | By: | /s/ Wanji Walcott | ||||||
| Wanji Walcott | ||||||||
| Chief Legal and Business Affairs Officer and Corporate Secretary | ||||||||
Exhibit 99.1
Pinterest Appoints Chip Bergh to Board of Directors
SAN FRANCISCO, Calif. - May 9, 2024 - Pinterest, Inc. (NYSE: PINS) Pinterest, Inc., today announced that it has appointed Charles “Chip” Bergh, former Chief Executive Officer of Levi Strauss & Co, to its Board of Directors, effective May 9.
“With an illustrious career spanning over four decades, Chip brings a wealth of retail expertise and visionary leadership to our board,” said Bill Ready, Chief Executive Officer of Pinterest. "He has transformed some of the generation’s most iconic retail and consumer packaged goods brands, and his strategic vision will be invaluable as we continue Pinterest’s momentum and growth as a go-to online shopping destination.”
Chip recently retired as President and CEO of Levi Strauss & Co. in January 2024, a role he held over 12 years. During his tenure, he successfully reinvigorated the Levi’s global brand and business performance, leading to its successful IPO in 2019.
"I’ve long been a fan of Pinterest, a platform where people go to find inspiration, curate ideas, and shop," said Chip Bergh. “It’s an exciting time for the company as it innovates and steps into this next stage of growth. I look forward to working with the talented team and contributing to its ongoing momentum."
Prior to joining Levi Strauss & Co. Chip worked at Procter & Gamble for 28 years in roles of increasing scope and complexity in marketing, general management, and executive leadership driving growth for brands like Gillette, Swiffer, and Old Spice.
Chip has been on the Board of HP, Inc. since 2015 and was elected non-executive Chair of the Board in 2017. He previously served on the Boards of Levi Strauss & Co, VF Corporation and the Economic Development Board of Singapore. He holds a B.A in international affairs from Lafayette College in Pennsylvania.
About Pinterest
Pinterest is a visual search and discovery platform where people find inspiration, curate ideas, and shop products—all in a positive place online. Headquartered in San Francisco, Pinterest launched in 2010 and has over half a billion monthly active users worldwide.