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): October 21, 2020
(Exact name of Registrant as Specified in Its Charter)
Commission file number: 001-38291
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
(Address of principal executive offices and zip code)
(415 ) 882-7765
(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)) | |||||
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Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | 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.
On October 21, 2020, the Board of Directors (the “Board”) of Stitch Fix, Inc. (the “Company”) appointed Neal Mohan to the Board as a Class II director and as a member of the Nominating and Corporate Governance Committee of the Board effective October 21, 2020.
Mr. Mohan, age 47, has been Chief Product Officer at YouTube since November 2015. Prior to this role, he was Senior Vice President of Display and Video Ads at Google from March 2008 to November 2015. Prior to joining Google, he was Senior Vice President of Strategy and Product Development at DoubleClick.
There is no arrangement or understanding between Mr. Mohan and any other persons pursuant to which Mr. Mohan was appointed as a director. Furthermore, there are no family relationships between Mr. Mohan and any director or executive officer of the Company. Mr. Mohan has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Mohan 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. Mohan’s appointment is furnished as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
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 22, 2020 | By: | /s/ Scott Darling | ||||||||||||
| Scott Darling | ||||||||||||||
| Chief Legal Officer | ||||||||||||||
Exhibit 99.1
Stitch Fix Adds Neal Mohan, Chief Product Officer, YouTube, and SVP, Google, to Board of Directors
San Francisco, Calif. (Oct 22, 2020) - Stitch Fix Inc. (NASDAQ: SFIX), the leading online personal styling service, announced that Neal Mohan has joined Stitch Fix’s Board of Directors, effective October 21, 2020.
Neal Mohan is Chief Product Officer at YouTube. He is responsible for YouTube products, user experience, and trust and safety on all platforms and devices globally. This includes YouTube on mobile, desktop and TV devices, experiences like YouTube Music, Kids, and VR, and YouTube’s two subscription services, YouTube Premium and YouTube TV. Previously, Neal was Senior Vice President of Display and Video Ads at Google. In that role, he was responsible for the company’s advertising offerings on YouTube, the Google Display Network, AdSense, AdMob, and the DoubleClick family of programmatic ad platform products. He focused on growing the overall digital media industry by building innovative solutions for millions of Google's advertising and media partners around the world.
“I’m excited to welcome Neal to our Board of Directors,” said Katrina Lake, founder and CEO of Stitch Fix. “He brings tremendous digital product leadership and outstanding operational experience. As we continue to revolutionize the consumer shopping experience and help our clients find what they love, Neal’s insight and expertise will be invaluable.”
Mohan is the ninth member of Stitch Fix’s Board of Directors, which is a majority female. Board members include: 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.; Liz Williams, CEO of Drybar; Mikkel Svane, founder and CEO of Zendesk and Stitch Fix founder and CEO, Katrina Lake.
“Katrina and team have built a powerful platform that delivers highly personal digital product experiences that delight millions of people.” said Mohan. “Stitch Fix is a service with incredible potential, and I’m thrilled to be part of this next phase of growth. I look forward to sharing my perspectives with the team.”
About Stitch Fix, Inc.
Stitch Fix is an online personal styling service that 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 CEO Katrina Lake. Since then, we’ve helped millions of women, men, and kids discover and buy what they love through personalized selections of apparel, shoes, and accessories, curated by Stitch Fix stylists and algorithms. For more information about Stitch Fix, please visit https://www.stitchfix.com.
Contact:
Kathryn Hull
media@stitchfix.com