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Pinterest, Inc. – ‘8-K’ for 2/27/20

On:  Thursday, 2/27/20, at 8:45pm ET   ·   As of:  2/28/20   ·   For:  2/27/20   ·   Accession #:  1506293-20-36   ·   File #:  1-38872

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/28/20  Pinterest, Inc.                   8-K:5       2/27/20   13:187K

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     33K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML     10K 
12: R1          Cover Page                                          HTML     47K 
 9: XML         IDEA XML File -- Filing Summary                      XML     12K 
10: XML         XBRL Instance -- pins-20200227_htm                   XML     21K 
 8: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 4: EX-101.CAL  XBRL Calculations -- pins-20200227_cal               XML      7K 
 5: EX-101.DEF  XBRL Definitions -- pins-20200227_def                XML      9K 
 6: EX-101.LAB  XBRL Labels -- pins-20200227_lab                     XML     68K 
 7: EX-101.PRE  XBRL Presentations -- pins-20200227_pre              XML     33K 
 3: EX-101.SCH  XBRL Schema -- pins-20200227                         XSD     12K 
11: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    18K 
13: ZIP         XBRL Zipped Folder -- 0001506293-20-000036-xbrl      Zip     15K 

‘8-K’   —   Current Report

This is an HTML Document rendered as filed.  [ Alternative Formats ]

 iX:   C:  C: 
 i 0001506293 i false00015062932020-02-272020-02-27

FORM  i 8-K
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):  i February 27, 2020
 i Pinterest, Inc.
(Exact Name of Registrant as Specified in its Charter) 

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

 i 505 Brannan Street
 i San Francisco,  i California  i 94107
(Address of principal executive offices, including zip code)

( i 415)  i 762-7100
(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 Instruction A.2. below):
 i  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 i  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 i  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 i  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
 i Class A Common Stock, $0.00001 par value  i PINS  i 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  i 
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 February 27, 2020, Pinterest, Inc.’s (the “Company”) Board of Directors (the "Board") increased the size of the Board from 7 to 8 directors and appointed Gokul Rajaram to the Board as a Class I director, with a term expiring at the Company’s 2020 annual meeting of stockholders. Concurrent with his election as a director of the Company, Mr. Rajaram was appointed to the Nominating and Corporate Governance Committee of the Board.
There are no arrangements or understandings between Mr. Rajaram and any other persons pursuant to which he was selected to serve as a director. Additionally, there are no transactions involving the Company and Mr. Gokul that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

Mr. Rajaram will be entitled to receive compensation for his 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 his appointment, Mr. Rajaram was granted 19,792 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 February 27, 2021, subject to his continued service as a non-employee director through each such vesting date. Mr. Rajaram 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 February 27, 2020 the Company issued a press release relating to Mr. Gokul Rajaram’s appointment. This press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit NumberDescription
104Cover Page Interactive Data File (embedded within the Inline XBRL document).

  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.
Date: February 27, 2020By:/s/ Christine Flores
Christine Flores
General Counsel and Secretary

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed as of:2/28/204
Filed on / For Period end:2/27/203,  3/A,  4
 List all Filings 
Filing Submission 0001506293-20-000036   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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