| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously disclosed, on December 1, 2025, Eventbrite, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Bending Spoons US Inc., a Delaware corporation (“Parent”) and a wholly owned subsidiary of Bending Spoons S.p.A., and Everest Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”).
Compensatory Arrangements of Certain Officers
In connection with certain consequences of the Merger, certain employees of the Company (including the named executive officers and other executive officers) may become entitled to payments and benefits that may be treated as “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (“Section 280G”, and the “Code”, respectively). To mitigate the potential impact of Section 280G and Section 4999 of the Code on the Company and its executive officers, among others, on December 18, 2025, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) approved the acceleration into December 2025 of the vesting and payments of certain equity awards that otherwise would have been payable to each of Julia Hartz, Anand Gandhi, Lisa Gorman and Ted Dworkin (collectively, the “Executives”) on or prior to the closing of the Merger, as described further below, subject to execution by each of the Executives of a 280G Mitigation Acknowledgement (“280G Acknowledgement”). The Compensation Committee further accelerated the vesting and payment of the annual cash bonus that would have otherwise been payable to the Executives in respect of the 2025 fiscal year of the Company, assuming a payout of 26.25% of target (the “Accelerated Bonuses”). These actions are intended to benefit the Company by preserving compensation-related corporate income tax deductions for the Company that otherwise might be disallowed through the operation of Section 280G and to mitigate or eliminate the amount of excise tax that may be payable by the Executives pursuant to Section 4999 of the Code in connection with Section 280G in certain circumstances.
In approving the accelerated vesting and payment of equity awards and bonuses, the Compensation Committee considered, among other things, the projected value of the compensation-related corporate income tax deductions that otherwise might be lost as a result of the effect of Section 280G and the benefits to the Company of reducing the potential tax burden on the Executives.
The approved acceleration consisted of accelerated vesting and settlement of certain outstanding performance- and time-based restricted stock units (“PSUs” and RSUs”, respectively) held by each Executive that would otherwise vest in or following fiscal year 2026 (the “Accelerated Units”). For those Accelerated Units that are performance-based restricted stock units, such Accelerated Units were accelerated at the target level of performance (or, with respect to any performance period that has been completed prior to the consummation of the Merger, actual performance in accordance with the applicable Accelerated Unit, if higher than target), as permitted under the Merger Agreement. The Compensation Committee further approved the Accelerated Bonuses. All Accelerated Units and the Accelerated Bonuses (the “Accelerated Payments”) will be reduced by applicable tax withholdings and are subject to the terms and conditions of the 280G Acknowledgement. To the extent the 2025 annual cash bonus pays out above 26.25% of target based on actual performance, the Executives will be eligible to receive the remainder of such bonus payout in 2026.
Specifically, the Compensation Committee approved for each Executive the following accelerated vesting:
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For Ms. Hartz, a total of $131,250 and 2,782,923 shares, consisting of: (a) an Accelerated Bonus in the amount of $131,250; (b) 1,150,235 Accelerated Units that were RSUs; and (c) 1,632,688 Accelerated Units that were PSUs. The estimated value of Ms. Hartz’s Accelerated Units is $12,356,178, assuming a per share price of $4.44, such that the aggregate dollar value of her accelerated compensation in cash and shares is estimated to be $12,487,428. |
