Care.com,Inc. (NYSE:CRCM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Directors; Compensatory Arrangements of Certain Officers.
On February 15, 2018, the Board of Directors (the "Board") of Care.com, Inc. (the "Company") elected Marla Blow and William H. Harris, Jr. as directors of the Company. Neither Ms. Blow nor Mr. Harris has not been, and as of the date of filing of this Current Report on Form 8-K is not expected to be, elected to any committees of the Board. Ms. Blow has been designated as a Class I director and will serve on the Board until the Company’s 2020 Annual Meeting of Stockholders, or until her successor has been duly elected and qualified. Mr. Harris has been designated as a Class II director and will serve on the Board until the Company’s 2018 Annual Meeting of Stockholders, or until his successor has been duly elected and qualified.
Ms. Blow and Mr. Harris were recommended for election to the Board by the Company’s nominating and corporate governance committee, in accordance with the provisions of its charter.
There are currently no arrangements or understandings between either of Ms. Blow or Mr. Harris and any other person to which Ms. Blow and Mr. Harris were elected as directors. There are currently no transactions in which Ms. Blow or Mr. Harris have an interest requiring disclosure under Item 404(a) of Regulation S-K.
On February 15, 2018, in connection with their election to the Board, the Board approved a fiscal 2018 director's fee to each of Ms. Blow and Mr. Harris of $35,000 for their service on the Board, with such amount to be pro-rated from the date of their election until the end of the Company's 2018 fiscal year. If Ms. Blow or Mr. Harris elect to receive their cash compensation in the form of equity in lieu of cash, they will receive an equity grant of equal value in lieu of the cash consideration. The Board also granted each of Ms. Blow and Mr. Harris a restricted stock unit award, each under the Company's 2014 Incentive Award Plan and each valued at approximately $7,700.
On February 15, 2018, the Company issued a press release announcing the election of Ms. Blow and Mr. Harris to the Board. A copy of the press release is attached hereto as Exhibit 99.1.
Item 5.02. Financial Statements and Exhibits
(d)
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ExhibitNumber |
Exhibit Title or Description |
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Press release issued by the Company on February 15, 2018 |
Care.com Inc ExhibitEX-99.1 2 ex991pressreleaseblowandha.htm EXHIBIT 99.1 Exhibit Exhibit 99.1CARE.COM APPOINTS MARLA BLOW AND WILLIAM H. HARRIS TO BOARD OF DIRECTORSWaltham,…To view the full exhibit click here
About Care.com,Inc. (NYSE:CRCM)
Care.com, Inc. is an online marketplace for finding and managing family care. The Company has approximately 18.4 million members, including over 10.3 million families and approximately 8.1 million caregivers, spanning over 20 countries. Its consumer matching solutions allow families to search for, qualify, vet, connect with and select caregivers. It also provides caregivers with solutions to create personal profiles, describe their skills and experience, and otherwise differentiate and market themselves in a fragmented marketplace. In addition to consumer matching solutions, the Company offers its members products and services to facilitate their interaction with caregivers. The Company serves employers by providing access to certain of its products and services to employer-sponsored families. In addition, the Company serves care-related businesses, such as day care centers, nanny agencies and home care agencies.
