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): August 12, 2022
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
730 Montgomery Street
San Francisco, CA 94111
(Address of principal executive offices, including 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|
Name of each exchange
on which registered
|Class A common stock, $0.0001 par value||BIRD||The Nasdaq Stock Market LLC|
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.
Resignation of Director
On August 12, 2022, Nancy Green notified Allbirds, Inc. (the “Company”) of her resignation from the Company's board of directors (the “Board”), effective immediately. Ms. Green's resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices.
Appointment of New Director
Ann Freeman was appointed to the Board, effective August 16, 2022, to fill the vacancy created by Ms. Green's resignation. Ms. Freeman will serve as a Class I director and will stand for reelection at the 2025 annual meeting of stockholders. Ms. Freeman will also serve as a member of the Board's Compensation and Leadership Management Committee and the Sustainability, Nomination, and Governance Committee.
Ms. Freeman will receive the Company's standard remuneration for non-employee directors in accordance with the Company's Non-Employee Director Compensation Policy, as described in the Company's proxy statement filed with the Securities and Exchange Commission on April 28, 2022. Ms. Freeman has also executed the Company's standard form of indemnification agreement.
There is no arrangement or understanding between Ms. Freeman and any other persons pursuant to which Ms. Freeman was appointed as a director, and she has no direct or indirect material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
A copy of the press release announcing Ms. Freeman's appointment is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Dated: August 16, 2022|
|By:||/s/ Michael Bufano|
|Chief Financial Officer|
Allbirds Announces Appointment of Ann Freeman to its Board of Directors
SAN FRANCISCO, Calif., August 16, 2022 (GlobeNewswire) – Allbirds, Inc. (NASDAQ: BIRD), a global lifestyle brand that innovates with naturally derived materials to make better footwear and apparel products in a better way, today announced the appointment of Ann Freeman as a member of the company’s board of directors, effective August 16, 2022.
Ms. Freeman is an industry veteran and dynamic leader having spent over 26 years at Nike where she held multiple leadership positions in all key global markets. Most recently Ms. Freeman was Vice President and General Manager of North America, Nike’s largest market, where she led a team of 25,000 and oversaw all aspects of the business including, full P&L responsibility, strategy, product and merchandising, marketing, marketplace development, retail, digital, and brand management. Prior to that Ms. Freeman was Vice President of Global Sales where she led an internal global re-organization initiative, which eliminated friction within complex structures focused on delivering a premium consumer experience while focusing on direct-to-consumer e-commerce. Ms. Freeman holds a Bachelor of Science in Finance from Ohio University.
Joey Zwillinger, Co-Founder and Co-CEO of Allbirds said: "We are thrilled and honored to add Ann to our board of directors. Ann brings a wealth of knowledge, experience, and leadership to this role, and we believe her strong track record of leading diverse teams and solving complex problems within the world’s largest footwear company will be a tremendous benefit to our company as we continue to scale and gain momentum with consumers around the world."
"I am delighted to join Joey, Tim, and the Allbirds Board at such an exciting moment as consumers worldwide are seeking a no compromise approach to footwear and apparel focused on style, comfort, and sustainability," said Ann Freeman. "I am truly inspired by Allbirds’s bold mission of creating better things in a better way and focus on delivering Super Natural Comfort to their customers."
Ann will be replacing Nancy Green. Nancy joined Allbirds’s board in February 2020 and was an instrumental advisor during the company’s November 2021 IPO. “Nancy has been a wonderful board member over the past two years,” said Tim Brown, Co-Founder and Co-CEO. “We are grateful for her contributions and friendship, and wish her the best in her next pursuits.”
About Allbirds, Inc.
Headquartered in San Francisco, Allbirds (NASDAQ: BIRD) is a global lifestyle brand that innovates with naturally derived materials to make better footwear and apparel products in a better way, while treading lighter on the planet. The Allbirds story began with superfine New Zealand merino wool and has since evolved to include a eucalyptus tree fiber knit fabric and a sugarcane-based EVA foam (SweetFoam®). Allbirds serves customers across 36 countries through 51 Allbirds stores and its e-commerce website, www.allbirds.com.