ZIP 8-K
Ziprecruiter, Inc. (ZIP)
8-K
2023-12-22
For: 2023-12-21
View Original
Added on
April 12, 2026
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 21, 2023
(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) | |||||||||||||
(877 ) 252-1062
(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 Instructions 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(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.
Cancellation of 2021 Market-Based Restricted Stock Units
On December 21, 2023, ZipRecruiter Inc. (the “Company”) entered into a Cancellation of Restricted Stock Unit letter agreement (the “Cancellation Agreement”) with Ian Siegel, the Company’s Chief Executive Officer, the form of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The Cancellation Agreement provides for the cancellation of the 1,398,000 market-based restricted stock units granted to Mr. Siegel on April 19, 2021 (the “RSUs”) under the Company’s 2014 Equity Incentive Plan. As of the date of the Cancellation Agreement, none of the performance milestones set forth in the RSU award agreement had been met so that all of the RSUs were unvested. Under applicable accounting rules, the cancellation will result in an acceleration of unrecognized stock compensation expense from future periods into the fourth quarter of 2023. The one-time non-cash expense is estimated to be approximately $7.5 million, even though no portion of the RSUs will vest or become outstanding shares. The cancellation of the RSUs will reduce the potential dilution associated with these awards and the Company will no longer be required to recognize the expense associated with these awards over future fiscal quarters. The Board of Directors continuously evaluates compensation for the Company’s executives and may consider new equity compensation for Mr. Siegel in the future.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |||||||
| 10.1 | ||||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ZIPRECRUITER, INC. | ||||||||
| Date: December 21, 2023 | By: | /s/ Timothy Yarbrough | ||||||
| Timothy Yarbrough | ||||||||
| Executive Vice President, Chief Financial Officer | ||||||||
Exhibit 10.1
Cancellation of Restricted Stock Unit
This letter agreement (this “Agreement”) is made as of December 21, 2023 by and between Ian Siegel (“you”) and ZipRecruiter, Inc., a Delaware corporation (the “Company”).
On April 19, 2021, the Company’s Board of Directors approved the grant to you of an award of 1,398,000 restricted stock units under the Company’s 2014 Equity Incentive Plan (the “RSUs”). As of the date hereof, none of the performance milestones set forth in the RSU award agreement have been met so that the RSUs are currently unvested.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you agree to relinquish the RSUs and therefore the RSUs are hereby immediately cancelled in their entirety effective as of the date that you sign this Agreement. You acknowledge that you have no rights or entitlements with respect to any proposed equity award from the Company. You waive any and all other rights you may have had, now have or may ever have with respect to the RSUs, including any economic value under the RSUs, as of the date that you sign this Agreement.
You acknowledge and affirm that you have voluntarily requested that the RSUs be cancelled and that you are neither entitled to any value, nor expect any value, in consideration for your relinquishment of the RSUs. You represent to the Company that you have not sold, assigned, transferred, or otherwise disposed of the RSUs or any shares subject thereto, or any interest therein. This Agreement constitutes your valid and legally binding obligation, enforceable in accordance with its terms. This Agreement shall be governed by the laws of the State of California.
If this Agreement is acceptable to you, please sign this Agreement and return the signed document to the Company.
READ, UNDERSTOOD AND AGREED:
Signature: /s/ Ian Siegel
Ian Siegel
Date:
12/21/2023
Acknowledged:
ZipRecruiter, Inc.
By: /s/ David Travers
Name: David Travers
Title: President