SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 16, 2018
STITCH FIX, INC.
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction
(Commission File Number)
1 Montgomery Street, Suite 1500
San Francisco, California
(Address of Principal Executive Offices)
(Registrant’s Telephone Number, Including Area Code)
(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))
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. ☐
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) On October 16, 2018, the Board of Directors (the “Board”) of Stitch Fix, Inc. (the “Company”) promoted Mike Smith to Chief Operating Officer and President. Mr. Smith, 48, has served as the Company's Chief Operating Officer since September 2017, and previously served as the Company's General Manager, Stitch Fix Men from March 2016 to September 2017 and as the Company's Chief Operating Officer from June 2012 to March 2016. From February 2003 to June 2012, Mr. Smith served in a variety of capacities at Walmart.com, Inc., an online retail company, including Vice President from August 2008 to May 2010 and Chief Operating Officer from May 2010 to June 2012.
Mr. Smith has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Smith's promotion, the Compensation Committee of the Board approved an increase in Mr. Smith's base salary to $535,000, effective October 21, 2018. The Committee also approved certain annual equity awards for the Company’s officers, including an increased equity award to Mr. Smith in connection with his promotion, which included stock options with an aggregate fair value of $1,237,500 and restricted stock units with an aggregate fair value of $1,237,500, each of which will vest over four years.
(d) On October 16, 2018, the Board appointed Mikkel Svane to the Board as a Class III director and as a member of the Audit Committee of the Board (the "Audit Committee") effective October 16, 2018. Mr. Svane replaced William Gurley on the Audit Committee.
Mr. Svane, age 47, co-founded Zendesk, Inc. and has served as its Chief Executive Officer since August 2007 and as a member of its board of directors since August 2007. He was appointed Chair of Zendesk, Inc.’s board of directors in January 2014. Prior to founding Zendesk, Mr. Svane founded and served as the Chief Executive Officer of Caput A/S, a software company, and served as a technology consultant.
There is no arrangement or understanding between Mr. Svane and any other persons pursuant to which Mr. Svane was appointed as a director. Furthermore, there are no family relationships between Mr. Svane and any director or executive officer of the Company. Mr. Svane has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Svane will receive the Company’s standard remuneration for non-employee directors in accordance with the Company’s Independent Director Compensation Policy as well as the Company’s standard form of indemnification agreement.
A copy of the press release announcing Mr. Svane’s appointment is furnished as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Stitch Fix, Inc.
Dated: October 18, 2018
/s/ Scott Darling
Chief Legal Officer
Stitch Fix Adds Founder and CEO of Zendesk, Mikkel Svane, to Board of Directors
SAN FRANCISCO, Oct. 18, 2018 – Stitch Fix Inc. (NASDAQ: SFIX), the leading online personal styling service, announced that Mikkel Svane joined Stitch Fix's Board of Directors, effective October 16, 2018.
Mikkel Svane is the CEO, chairman and founder of Zendesk, a global company that builds software for customer service and engagement. He has driven the vision, culture, and growth of the company for the last 10 years. Under his leadership, Zendesk went public on the New York Stock Exchange in 2014 and currently helps more than 125,000 organizations in 160 countries and territories worldwide build the best customer experiences.
"I'm pleased to welcome Mikkel to our Board of Directors. Mikkel's vision for Zendesk has redefined expectations of what great customer service at scale can be, and made it both more human and more effective in the process," said Katrina Lake, founder and CEO of Stitch Fix. "At Stitch Fix, our client experience is what sets us apart, and I know Mikkel will be an important partner for us as we grow and serve more people, in more geographies. I'm also personally excited to have another founder on the Board, who
shares my passion for reinventing industries by putting people first."
Svane is the seventh member of Stitch Fix's Board of Directors, which includes: Steve Anderson, founder of Baseline Ventures; Bill Gurley, general partner of Benchmark Capital; Marka Hansen, former president of Gap North America and Banana Republic; Kirsten Lynch, chief marketing officer and executive vice president at Vail Resorts, Inc.; Sharon McCollam, former CFO of Best Buy Co. Inc., and Stitch Fix founder and CEO, Katrina Lake.
"Stitch Fix is a very unique company delivering truly personalized customer experiences at a massive scale," said Mikkel Svane. "I'm a big admirer of Katrina and the company for defining an entirely new category and being a role model for the next generation of entrepreneurs. I'm excited and humbled to be part of their next phase of growth and hope to bring my experience building a fast-growing, customer-focused company to the Board."
About Stitch Fix, Inc.
Stitch Fix is reinventing the shopping experience by delivering one-to-one personalization to our clients, through the combination of data science and human judgment. Stitch Fix was founded in 2011 by founder and CEO, Katrina Lake. Since our founding, we've helped millions of men, women and kids discover and buy what they love through personalized shipments of apparel, shoes and accessories, hand-selected by Stitch Fix stylists and delivered to our clients' homes. For more information about Stitch Fix, please visit http://www.stitchfix.com.
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