tost-202111300001650164FALSE00016501642021-11-302021-11-30
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): November 30, 2021
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Toast, Inc.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of Incorporation) | 001-40819 (Commission File Number) | 45-4168768 (I.R.S. Employer Identification No.) |
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401 Park Drive, Suite 801 Boston, Massachusetts | | 02215 |
(Address of principal executive offices) | | (Zip code) |
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(617) 297-1005 |
(Registrant's telephone number, including area code) |
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| 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:
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☐ | 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)) |
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Securities registered pursuant to Section 12(b) of the Act: |
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Title of each class | Trading Symbol | Name of each exchange on which registered |
| Class A common stock, par value $0.000001 per share | TOST | 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
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 November 30, 2021, the Board of Directors (the “Board”) of Toast, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Hilarie Koplow-McAdams to the Board, effective as of November 30, 2021. Ms. Koplow-McAdams will serve as a Class I director of the Company, to hold office until the 2022 annual meeting of stockholders or until her earlier death, resignation or removal.
Ms. Koplow-McAdams will participate in the Company’s Non-Employee Director Compensation Program, pursuant to which she will receive, among other things, (i) annual compensation for serving on the Board and any applicable committees thereof and (ii) an initial grant of restricted stock units valued at $350,000 that will vest in equal annual installments over a period of three years, subject to Ms. Koplow-McAdams’ continued service on the Board through each applicable vesting date, in each case as substantially described in the Company's filings with the Securities and Exchange Commission.
Ms. Koplow-McAdams has entered into the Company’s standard form of indemnification agreement, which is filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1/A filed on September 13, 2021. There are no arrangements or understandings between Ms. Koplow-McAdams and any other person pursuant to which Ms. Koplow-McAdams was appointed as a member of the Board. There are no family relationships between Ms. Koplow-McAdams, on the one hand, and any director, executive officer or any other person nominated or chosen by the Company to become a director or executive officer, on the other. There are no transactions or relationships between the Company and Ms. Koplow-McAdams that are reportable pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On December 1, 2021, the Company issued a press release announcing Ms. Koplow-McAdams’ appointment to the Board. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and 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, except as expressly set forth by specific reference in such filing.
Item 9.01 - Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
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| Exhibit No. | | Description |
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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.
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| Date: December 1, 2021 | | TOAST, INC. |
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| | By: | /s/ Brian R. Elworthy |
| | Name: | Brian R. Elworthy |
| | Title: | General Counsel and Secretary |