8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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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): August 13, 2020

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Pinterest, Inc.

(Exact Name of Registrant as Specified in its Charter)

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Delaware	001-38872	26-3607129
(State or Other Jurisdiction <br>of Incorporation)	(Commission File Number)	(IRS Employer <br>Identification No.)

505 Brannan Street

San Francisco, California 94107

(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)

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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):

☐ 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	Name of each exchange on which registered
Class A Common Stock, $0.00001 par value	PINS	New York Stock Exchange

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 August 13, 2020, Pinterest, Inc.’s (the “Company”) Board of Directors (the "Board") increased the size of the Board from 8 to 9 directors and appointed Andrea Wishom to the Board as a Class III director, with a term expiring at the Company’s 2022 annual meeting of stockholders. Concurrent with her election as a director of the Company, Ms. Wishom was appointed to the Compensation Committee of the Board.

There are no arrangements or understandings between Ms. Wishom and any other persons pursuant to which she was selected to serve a director. Additionally, there are no transactions involving the Company and Ms. Wishom that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

Ms. Wishom will be entitled to receive compensation for her Board service in accordance with the Company’s standard compensation arrangements for non-employee directors pursuant to the Company’s Non-Employee Director Compensation Policy (the “Non-Employee Director Compensation Policy”), which is filed as an exhibit to Amendment No. 2, filed April 8, 2019, to the Company’s Registration Statement on Form S-1 (Registration No, 333-230458). As set forth in the Non-Employee Director Compensation Policy, in connection with her appointment, Ms. Wishom was granted 11,474 restricted stock units, in respect of shares of the Company’s Class A common stock under the Company’s 2019 Omnibus Incentive Plan, which shall vest in three equal annual installments beginning on August 13, 2021, subject to their continued service as non-employee directors through each such vesting date. Ms. Wishom also entered into an indemnification agreement with the Company in the same form its other directors have entered, which is filed as an exhibit to Amendment No. 2, filed April 8, 2019, to the Company’s Registration Statement on Form S-1 (Registration No, 333-230458).

On August 17, 2020 the Company issued a press release relating to Ms. Wishom’s appointment. This press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press Release issued by Pinterest, Inc., dated August 17, 2020.
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: August 17, 2020	By:	/s/ Christine Flores
		Christine Flores
		General Counsel and Secretary

Document

Exhibit 99.1

Pinterest appoints former Harpo Studios executive Andrea Wishom to Board of Directors

SAN FRANCISCO, August 17, 2020 -- Pinterest, Inc. (NYSE: PINS) today announced it has appointed Andrea Wishom, President at Skywalker Holdings and former Executive Vice President at Harpo Productions, to its Board of Directors.

“For the past few months, the board has been meeting with many great candidates, and Andrea stood out for several reasons," said Ben Silbermann, CEO and co-founder, Pinterest. "She’s an expert in creating positive and inspirational content for global audiences, and a passionate advocate for building a company culture of respect, integrity, inclusion and support — areas in which we must innovate and improve. Andrea has spent her career outside of Silicon Valley and has a vision for reimagining the board/employee relationship. We welcome her creativity and authenticity, and I’m honored to grow Pinterest alongside her.”

“I want to thank the entire Pinterest board for this opportunity," said Andrea Wishom. "In this unprecedented moment in time, I’m excited to join the board of a global company that has provided exploration and inspiration to so many, including myself. I’ve been a Pinner since 2011 and having a one-of-a-kind platform that helps us achieve our goals and dreams is needed now more than ever.

I’ve spent my entire career inspired to take on challenges both creatively and culturally. I’m particularly interested in Pinterest’s expansion into content and media. I’m equally interested in Ben’s vision of having a new type of conversation between employees and the board itself.

Part of meeting this moment is looking outside the expected and bringing different perspectives to the table. There are real challenges to address, and that responsibility is not lost on me. I’m committed to listening and sharing my perspective and providing guidance as Pinterest continues to make positive strides forward.”

Andrea currently serves as President at Skywalker Holdings, LLC and previously as Chief Operating Officer at Skywalker Properties, LLC. Prior to Skywalker, she spent 20+ years at Harpo Productions, where she held various production, programming, development and executive roles for The Oprah Winfrey Show and OWN: The Oprah Winfrey Network. She serves on many boards including Tory Burch LLC, C.A.S.E.L., The Make-Believe Association, The Poetry Foundation, The George Lucas Educational Foundation and the Lucas Museum of Narrative Art. She also serves as an advisor for Black Women Animate and Spokin. Andrea holds a Bachelor of Arts in English from the University of California, Berkeley.

About Pinterest

Pinterest is a visual discovery engine more than 400 million people use each month to find inspiration for their lives, including recipes, home and style ideas, travel destinations and more. People have saved more than 240 billion Pins across a range of interests, which others with similar tastes can discover through search and recommendations. Located in San Francisco, Pinterest launched in 2010 and has hundreds of millions of monthly active users around the world. Available on iOS and Android, and at pinterest.com.

Press

Mike Mayzel

press@pinterest.com

Investor Relations

Doug Clark

ir@pinterest.com