Current Report Filing (8-k)
13 September 2018 - 11:09PM
Edgar (US Regulatory)
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): September 7, 2018
Etsy, Inc.
(Exact name
of registrant as specified in its charter)
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Delaware
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001-36911
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20-4898921
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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117 Adams Street
Brooklyn, New York 11201
(Address of principal executive offices, including zip code)
(718)
880-3660
(Registrants telephone number, including area code)
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)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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. ☐
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Departure of Chief Operating Officer
On September 13, 2018, Etsy, Inc. (Etsy) announced that Linda Findley Kozlowski, Etsys Chief Operating Officer, will be departing from
Etsy effective as of January 2, 2019 (the Departure Date). On September 11, 2018, Ms. Kozlowski and Etsy entered into a retention letter agreement (the Letter Agreement) governing the terms of her remaining
service to Etsy and her departure. The Letter Agreement provides for the following compensation and benefits as an inducement for Ms. Kozlowskis continued services during the retention period: (1) continuation of her current base
salary of $350,000 for a period of six months after the Departure Date; (2) reimbursement of her COBRA premiums for up to six months after the Departure Date; (3) a
one-time
lump-sum
payment of $262,500 payable within 60 days of the Departure Date and (4) full acceleration, on the Departure Date, of the unvested stock options and restricted stock units awarded to her on
June 1, 2016 and March 15, 2017.
In return for these benefits, Ms. Kozlowski will provide a general release and waiver of claims. In the
event that Ms. Kozlowski resigns without good reason or if Etsy terminates her service for cause (each as defined in the Letter Agreement) prior to January 2, 2019, she will receive only her base salary through the
date of termination or resignation, as well as certain accrued benefits. In the event that Etsy terminates Ms. Kozlowskis employment without cause or if she resigns for good reason prior to January 2, 2019,
she will receive the same retention benefits described in (3) and (4) above plus continuation of her base salary and reimbursement of her COBRA premiums through June 30, 2019.
This description of the Letter Agreement is qualified in its entirety by reference to the full text of the Letter Agreement, which will be filed as an exhibit
to Etsys Quarterly Report on Form
10-Q
for the quarter ending September 30, 2018.
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 hereunto duly authorized.
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ETSY, INC.
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By:
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/s/ Jill Simeone
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Jill Simeone
General Counsel &
Secretary
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Date: September 13, 2018
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