Sprout Social, Inc 8-K, filed Dec 10, 2020
Sprout Social, Inc. (SPT)
8-K
2020-12-10
For: 2020-12-10
View Original
Added on
April 10, 2026
About this 8-K
Sprout Social, Inc filed this 8-K on December 10, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): December 10, 2020
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| , | |||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
(866 ) 878-3231
(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:
| 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 | ||||||
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 December 10, 2020, the Sprout Social, Inc. (the “Company”) board of directors (the "Board") elected Raina Moskowitz to the Board and its Audit Committee as a Class I director for a term expiring at the 2023 annual meeting of stockholders of the Company. The election of Ms. Moskowitz expands the size of the Board to seven directors.
In connection with her election, the Board approved the payment to Ms. Moskowitz of the quarterly non-employee director cash retainer of $1,793 and the quarterly non-employee Audit Committee member retainer of $598 under the Company’s Non-Employee Director Compensation Policy (the “Policy”) (which represent the pro rata portions of the $30,000 annual non-employee director cash retainer for 2020 and the $10,000 annual Audit Committee member cash retainer for 2020, respectively, further prorated to reflect the number of days Ms. Moskowitz will have been in service as a non-employee director during the fourth quarter of 2020), commencing in January 2021. On December 10, 2020, the Board also approved, pursuant to the Policy, a start date grant to Ms. Moskowitz of restricted stock units with respect to the Class A common stock of the Company (“RSUs”) having a grant date value of $240,000, one-third of which will vest on the first anniversary of the grant date, and the remainder of which will vest in quarterly installments over the next two years, subject to Ms. Moskowitz remaining in service as a non-employee director.
There are no arrangements or understandings between Ms. Moskowitz and any other persons pursuant to which she was elected as a director of the Company. With respect to Item 404(a) of Regulation S-K, there are no relationships or related transactions between Ms. Moskowitz and the Company that would be required to be reported.
Item 7.01. Regulation FD Disclosure.
A copy of the press release announcing the election of Ms. Moskowitz is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit No. | Description | |||||||
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.
| SPROUT SOCIAL, INC. | |||||
| By: | /s/ Heidi Jonas | ||||
| Name: | Heidi Jonas | ||||
| Title: | General Counsel and Secretary | ||||
Date: December 10, 2020
Sprout Social Announces Appointment of Raina Moskowitz to Board of Directors
CHICAGO, IL - Sprout Social, Inc. (“Sprout Social” or the “Company”) (Nasdaq: SPT), an industry-leading provider of cloud-based social media management software, today announced that Raina Moskowitz, Chief Operations, Strategy and People Officer at Etsy, Inc., will be joining their board of directors, effective December 10, 2020.
“As Sprout expands our footprint within the industry, we’re excited to have Raina join our board,” said Justyn Howard, CEO of Sprout Social. “She brings deep experience across several disciplines, has a proven track record with world-class companies and is a perfect complement to our board of directors and leadership team.”
Raina oversees a number of functions to develop and enable Etsy’s strategy by delivering exceptional service and experiences for both employees and customers. Prior to joining Etsy in early 2018, Raina led U.S. customer marketing at American Express, and held multiple leadership roles in product, strategy and marketing. She is a graduate of the Wharton School at the University of Pennsylvania.
“Social is integral to every brand’s success, and Sprout’s deep understanding of customer needs allows them to unlock value for organizations of all sizes,'' said Moskowitz. “I’m inspired by Justyn and his leadership team’s passion for building both a differentiated product and culture. I am excited to join the board as Sprout continues to create meaningful connections between people and brands.”
About Sprout Social
Sprout Social offers deep social media listening and analytics, social management, customer care, and advocacy solutions to more than 25,000 brands and agencies worldwide. Sprout’s suite of solutions supports every aspect of a cohesive social program and enables organizations of all sizes to extend their reach, amplify their brand and create the kind of real connection with their consumers that drives their businesses forward. Headquartered in Chicago, Sprout operates across major social and digital platforms, including Twitter, Facebook, Instagram, Pinterest, LinkedIn and Google.
Availability of Information on Sprout Social’s Website and Social Media Profiles
Investors and others should note that Sprout Social routinely announces material information to investors and the marketplace using U.S. Securities and Exchange Commission (SEC) filings, press releases, public conference calls, webcasts and the Sprout Social Investors website. We also intend to use the social media profiles listed below as a
means of disclosing information about us to our customers, investors and the public. While not all of the information that the Company posts to the Sprout Social Investors website or to social media profiles is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media, and others interested in Sprout Social to review the information that it shares at the Investors link located at the bottom of the page on www.sproutsocial.com and to regularly follow our social media profiles. Users may automatically receive email alerts and other information about Sprout Social when enrolling an email address by visiting "Email Alerts" in the "Shareholder Services" section of Sprout Social's Investor website at https://investors.sproutsocial.com/.
Social Media Profiles
www.twitter.com/SproutSocialwww.facebook.com/SproutSocialInc
www.facebook.com/SproutSocialInc
www.linkedin.com/company/sprout-social-inc-/
www.instagram.com/sproutsocial
Contact
Media:
Kristin Johnson
Sprout Social
Email: pr@sproutsocial.com
Phone: (312) 281-2073
Investors:
Jason Rechel
Sprout Social
Email: jason.rechel@sproutsocial.com
Phone: (773) 570-4892