Fitbit, Inc. (NYSE:FIT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Fitbit, Inc. (NYSE:FIT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On May 31, 2018, William Zerella informed Fitbit, Inc. (the “Company”) of his resignation from his position as Chief Financial Officer, effective June 15, 2018.

On June 5, 2018, the Company’s board of directors appointed Ron Kisling as Chief Financial Officer, effective June 15, 2018. Mr. Kisling has served as the Company’s Chief Accounting Officer since August 2014. Before joining the Company, from March 2011 to August 2014, he served as Chief Financial Officer of Nanometrics Incorporated, an industrial manufacturing company. Prior to Nanometrics, Mr. Kisling served as Vice President of Finance and then Chief Financial Officer of PGP Corporation, a data encryption and security software company, until its acquisition by Symantec Corporation, a cybersecurity software company, in June 2010. Prior to that, Mr. Kisling held Chief Financial Officer positions at Portal Software Inc., a billing and revenue management software company, and SPL WorldGroup, Inc., a revenue and operations management software company, which were both acquired by Oracle Corporation, an infrastructure software company, as well as Saba Software, Inc., a talent management software company. Before that, he held a variety of finance and accounting positions at Symantec and Coopers & Lybrand L.L.P., a public accounting firm. Mr. Kisling holds a B.A. in economics from Stanford University.

The Company previously entered into an offer letter with Mr. Kisling, dated as of July 28, 2014, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. Mr. Kisling currently has an annual base salary of $324,250 and a target bonus of 50% of his annual base salary. The Company also previously entered into a retention agreement with Mr. Kisling, dated as of June 15, 2015, a copy of which is included as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference. The retention agreement with Mr. Kisling provides for the following in connection with a qualifying termination of employment outside of a change in control:

a lump sum severance payment of six months of base salary; and

payment of premiums for continued medical benefits (or equivalent cash payment if applicable law so requires) for up to six months.

In addition, if Mr. Kisling is subject to a qualifying termination within the three months preceding a change in control (but after a legally binding and definitive agreement for a potential change of control has been executed) or within the 12 months following a change in control, his retention agreement provides the following benefits in exchange for a customary release of claims:

a lump sum severance payment of six months of base salary;

a lump sum payment equal Mr. Kisling’s then-current target bonus opportunity, multiplied by a factor of 50%;

50% acceleration of any then-unvested equity awards; and

payment of premiums for continued medical benefits (or equivalent cash payment if applicable law so requires) for up to six months.

Mr. Kisling is also expected to enter into the Company’s standard form of indemnification agreement. The form of indemnification agreement was filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (No. 333-203941), as filed with the SEC on May 7, 2015 and incorporated by reference herein.

There are no arrangements or understandings between Mr. Kisling and any other persons, to which he was appointed as Chief Financial Officer, no family relationships among any of the Company’s directors or executive officers and Mr. Kisling and he has no direct or indirect material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

ExhibitNumber

Exhibit Title or Description

Offer Letter, dated as of July 28, 2014, from the Company to Mr. Kisling.

Retention Agreement, dated as of June 15, 2015, by and between the Company and Mr. Kisling.


FITBIT INC Exhibit
EX-10.1 2 exh101_offerletter.htm EXHIBIT 10.1 Exhibit Exhibit 10.1EMPLOYMENT OFFER LETTERJuly 28,…
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About Fitbit, Inc. (NYSE:FIT)

Fitbit, Inc. is a provider of health and fitness devices. The Company’s platform combines connected health and fitness devices with software and services, including an online dashboard and mobile applications, data analytics, motivational and social tools, personalized insights and virtual coaching through customized fitness plans and interactive workouts. It offers various fitness devices, including Fitbit Zip, Fitbit One, Fitbit Flex, Fitbit Charge, Fitbit Blaze, Fitbit Charge HR, Fitbit Surge and Aria. Its platform includes wearable connected health and fitness trackers, which are wrist-based and clippable devices that automatically track users daily steps, calories burned, distance traveled, and active minutes and display real-time feedback. Its trackers also measure sleep duration and quality, and its products track heart rate and global positioning system-based information. It also offers a wireless fidelity connected scale that records weight, body fat and body mass index.

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