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): July 28, 2021
STITCH FIX, INC.
(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.)
1 Montgomery Street, Suite 1500
San Francisco, California 94104
(Address of principal executive offices and zip code)
(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))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of Each Class||Trading Symbol||Name of Each Exchange on Which Registered|
|Class A common stock, par value $0.00002 per share||SFIX||Nasdaq Global Select Market|
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 July 28, 2021, the Board of Directors (the “Board”) of Stitch Fix, Inc. (the “Company”) increased the authorized number of directors on the Board from ten (10) to eleven (11) and appointed Elizabeth Spaulding to serve as a member of the Board, each effective August 1, 2021, to fill the vacancy. As previously announced, Ms. Spaulding has been appointed Chief Executive Officer of the Company, also effective August 1, 2021. Ms. Spaulding will serve as a Class III director, the class of directors whose term expires at the 2023 Annual Meeting of Stockholders. Ms. Spaulding has not been appointed to serve on any Board committees at this time. Ms. Spaulding will not receive any compensation for her service on the Board while she remains an employee of the Company.
There is no arrangement or understanding between Ms. Spaulding and any other persons pursuant to which Ms. Spaulding was appointed as a director. Furthermore, there are no family relationships between Ms. Spaulding and any director or executive officer of the Company. There are no transactions to which Ms. Spaulding is a party that require disclosure under Item 404(a) of Regulation S-K.
|Exhibit No.|| ||Description|
| || || |
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
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: July 29, 2021|| ||By:||/s/ Scott Darling|| |
| || || ||Scott Darling|
| || || ||Chief Legal Officer|