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Item 5.02Departure 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).