0001830043
false
0001830043
2024-07-30
2024-07-30
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):
July 30, 2024
Bumble Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware 001-40054 85-3604367
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1105 West 41st Street
Austin 78756
,
Texas
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:
512
696-1409
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:
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 Name of each exchange on which registered
Symbol(s)
Class A common stock, par value $0.01 per share BMBL 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 ((s)/230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ((s)/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.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)(d) On July 30, 2024, Jennifer B. Morgan notified the Board of Directors
(the "Board") of Bumble Inc. (the "Company" or "Bumble") of her decision to
resign from the Board, effective as of July 30, 2024. Ms. Morgan was recently
appointed Chief Executive Officer of UKG, a provider of workforce management
and human resource management services, and her decision to resign from the
Company's Board was not the result of any disagreement (i) with the Company,
the Company's management, or any other member of the Board, or (ii) on any
matter relating to the Company's operations, policies, or practices.
Bumble and the Board wish to thank Ms. Morgan for her service and
contributions to the Company.
On August 1, 2024, the Board appointed Martin Brand to the Board, effective as
of August 1, 2024. Mr. Brand was previously the non-voting observer to the
Board designated by Blackstone Inc. ("Blackstone") pursuant to the
Stockholders Agreement, dated February 10, 2021, by and among the Company and
each of the other persons from time to time party thereto (the "Stockholders
Agreement"). Pursuant to the Stockholders Agreement, Blackstone has designated
Mr. Brand to serve as a director on the Board to fill the vacancy created by
the resignation of Ms. Morgan. Mr. Brand will serve as a Class I director with
a term expiring at the Company's annual meeting of stockholders to be held in
2025. Mr. Brand has not been named to any committees of the Board at this time.
In connection with his appointment, Mr. Brand will enter into the Company's
standard form indemnification agreement for directors and officers. As a
director appointed by Blackstone, Mr. Brand will not receive compensation in
connection with his service as a director on the Board.
Mr. Brand has no family relationship with any director or executive officer of
the Company, and he has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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SIGNATURES
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.
BUMBLE INC.
Date: August 2, 2024 By: /s/ Elizabeth Monteleone
Name: Elizabeth Monteleone
Title: Chief Legal Officer
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