pins-20201017
0001506293false00015062932020-05-052020-05-05


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 17, 2020
_________________________
Pinterest, Inc.
(Exact Name of Registrant as Specified in its Charter) 
_________________________

Delaware001-3887226-3607129
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(IRS Employer
Identification No.)

505 Brannan Street
San Francisco, California 94107
(Address of principal executive offices, including zip code)

(415) 762-7100
(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 Instruction 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, 00015062932020-05-052020-05-05


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 17, 2020
_________________________
Pinterest, Inc.
(Exact Name of Registrant as Specified in its Charter) 
_________________________

Delaware001-3887226-3607129
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(IRS Employer
Identification No.)

505 Brannan Street
San Francisco, California 94107
(Address of principal executive offices, including zip code)

(415) 762-7100
(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 Instruction 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, $0.00001 par value PINS New York Stock Exchange
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 17, 2020, the Board of Directors (the "Board") of Pinterest, Inc. (the “Company”) increased the size of the Board from 9 to 10 directors and appointed Salaam Coleman Smith to the Board as a Class III director to fill the resulting vacancy, with a term effective from October 31, 2020 and expiring at the Company’s 2022 annual meeting of stockholders. Concurrent with her election as a director of the Company, Ms. Smith, an independent director, was appointed to the Audit Committee of the Board.
There are no arrangements or understandings between Ms. Smith and any other persons pursuant to which she was selected to serve a director. Additionally, there are no transactions involving the Company and Ms. Smith that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

Ms. Smith will be entitled to receive compensation for her Board service in accordance with the Company’s standard compensation arrangements for non-employee directors pursuant to the Company’s Non-Employee Director Compensation Policy (the “Non-Employee Director Compensation Policy”), which is filed as an exhibit to Amendment No. 2, filed April 8, 2019, to the Company’s Registration Statement on Form S-1 (Registration No, 333-230458). As set forth in the Non-Employee Director Compensation Policy, in connection with her appointment, Ms. Smith will be granted restricted stock units, in respect of shares of the Company’s Class A common stock under the Company’s 2019 Omnibus Incentive Plan, which shall vest in three equal annual installments, subject to her continued service as a non-employee director through each such vesting date. Ms. Smith will enter into an indemnification agreement with the Company in the same form as entered into with other directors, which is filed as an exhibit to Amendment No. 2, filed April 8, 2019, to the Company’s Registration Statement on Form S-1 (Registration No, 333-230458).

On October 20, 2020 the Company issued a press release relating to Ms. Smith's appointment. This press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit NumberDescription
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).



SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PINTEREST, INC.
Date: October 20, 2020By:/s/ Christine Flores
Christine Flores
General Counsel and Secretary

 PINS New York Stock Exchange
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 17, 2020, the Board of Directors (the "Board") of Pinterest, Inc. (the “Company”) increased the size of the Board from 9 to 10 directors and appointed Salaam Coleman Smith to the Board as a Class III director to fill the resulting vacancy, with a term effective from October 31, 2020 and expiring at the Company’s 2022 annual meeting of stockholders. Concurrent with her election as a director of the Company, Ms. Smith, an independent director, was appointed to the Audit Committee of the Board.
There are no arrangements or understandings between Ms. Smith and any other persons pursuant to which she was selected to serve a director. Additionally, there are no transactions involving the Company and Ms. Smith that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

Ms. Smith will be entitled to receive compensation for her Board service in accordance with the Company’s standard compensation arrangements for non-employee directors pursuant to the Company’s Non-Employee Director Compensation Policy (the “Non-Employee Director Compensation Policy”), which is filed as an exhibit to Amendment No. 2, filed April 8, 2019, to the Company’s Registration Statement on Form S-1 (Registration No, 333-230458). As set forth in the Non-Employee Director Compensation Policy, in connection with her appointment, Ms. Smith will be granted restricted stock units, in respect of shares of the Company’s Class A common stock under the Company’s 2019 Omnibus Incentive Plan, which shall vest in three equal annual installments, subject to her continued service as a non-employee director through each such vesting date. Ms. Smith will enter into an indemnification agreement with the Company in the same form as entered into with other directors, which is filed as an exhibit to Amendment No. 2, filed April 8, 2019, to the Company’s Registration Statement on Form S-1 (Registration No, 333-230458).

On October 20, 2020 the Company issued a press release relating to Ms. Smith's appointment. This press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit NumberDescription
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).



SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PINTEREST, INC.
Date: October 20, 2020By:/s/ Christine Flores
Christine Flores
General Counsel and Secretary


 Document
Exhibit 99.1
Pinterest Appoints Former Disney Executive Salaam Coleman Smith to Board of Directors

SAN FRANCISCO-- Pinterest, Inc. announced today it has appointed Salaam Coleman Smith, former Executive Vice President of Programming and Strategy at Disney’s ABC Family and Freeform and former President of Comcast NBCUniversal’s Style Media, to its Board of Directors effective October 31, 2020.

The announcement follows the appointment of former Harpo Studios executive Andrea Wishom to its Board of Directors and the start of Aya Kanai, previously Marie Claire’s Editor-in-Chief, as Head of Content and Editorial Partnerships at Pinterest. These recent additions highlight the company’s commitment to fostering a platform with high quality and inspirational content that resonates with global audiences.

“We’re beyond excited to welcome Salaam to our board,” said Ben Silbermann, CEO and co-founder, Pinterest. “With decades of experience at three Fortune 500 media companies, Salaam brings a unique perspective that will help us lift up creators so they can share their passions, find new audiences, and inspire people all over the world. By bringing more world-class expertise to the team with our recent hires and board appointees, we’re investing to make Pinterest the home for the most inspiring and actionable content.”

“I’m thrilled to join the Pinterest board at a time of such transformation and growth, especially as an avid Pinner myself,” said Salaam Coleman Smith. “Building on my extensive experience in the media industry, I look forward to amplifying the creative expression of Pinners around the world, contributing to Pinterest’s long-term content vision and helping the business continue its growth trajectory under Ben’s leadership.
I’ve benefited from strong mentors and workplace cultures and recognize how important it is for all employees to feel championed and heard. Through my work on the board, I look forward to helping shape how Pinterest cultivates and supports its incredible talent.”

Salaam served as Executive Vice President at The Walt Disney Company’s Disney-ABC Television Group from 2014 to 2016, overseeing Programming and Strategy for ABC Family’s Freeform channel. Prior to joining The Walt Disney Company, she spent more than 10 years at Comcast NBCUniversal where she served as President of Style Network from 2008 to 2013. At Viacom, Salaam was a senior executive within MTV Networks’ International Division and directed programming strategy for Nickelodeon’s global expansion in Europe, Asia, and Latin America. She has served as a board member for several non-profit organizations, including Women in Cable Telecommunications and Dress For Success.

Salaam is a Stanford University graduate with a Bachelor of Science in Industrial Engineering.

About Pinterest
Pinterest is a visual discovery engine more than 400 million people use each month to find inspiration for their lives, including recipes, home and style ideas, travel destinations and more. People have saved more than 240 billion Pins across a range of interests, which others with similar tastes can discover through search and recommendations. Headquartered in San Francisco, Pinterest launched in 2010. Available on iOS and Android, and at pinterest.com.

Press
Mike Mayzel
press@pinterest.com

Investor Relations
Doug Clark
ir@pinterest.com





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