Item 8.01. Other Events.
On May 11, 2021, the Board of Directors (the "Board") of ContextLogic Inc. (the
"Company") approved the separation of the roles of chair and chief executive
officer and appointed Jacqueline Reses, a current member of the Board, as
Executive Chair, effective the date of approval. Mr. Szulczewski, the Company's
founder and Chief Executive Officer, will continue in his role as Chief
Executive Officer and as a member of the Board. In connection with Ms. Reses'
appointment as Executive Chair, she resigned from the Board's compensation
committee.
In connection with her appointment as Executive Chair, the Board approved and
the Company entered into an offer letter with Ms. Reses (the "Offer Letter")
providing for an annual base salary of $35,000, the grant of 828,500
service-based RSUs (the "Reses RSUs"), and the grant of 828,500
performance-based RSUs (the "Reses PSUs"). The Reses RSUs will be eligible to
vest over 3 years based on Ms. Reses' continuous service with the Company,
either as Executive Chair or another senior executive-level position. The Reses
PSUs will be eligible to vest based on the Company's achievement on May 15, 2023
of a stock price multiple from its closing stock price on April 20, 2021 (with a
maximum level of achievement/vesting of 200%), subject to Ms. Reses' continued
service with the Company, either as Executive Chair or another senior
executive-level position through such date. In the event of the Company's change
in control prior to May 15, 2023, achievement of the stock price multiple will
be determined at the time of such change in control based on the change in
control value; however, the vesting of such portion of the Reses PSUs (the "CIC
PSUs") will be subject to Ms. Reses' continuous service through May 15, 2023.
Notwithstanding the foregoing, if Ms. Reses is subject to a termination without
cause or she resigns with good reason in connection with or following such
change in control (and prior to May 15, 2023), 100% of the CIC PSUs will
accelerate and vest.
Further, as part of the Offer Letter, the Company entered into a severance and
change in control agreement with Ms. Reses, which became effective upon her
appointment, pursuant to which Ms. Reses will be eligible to receive a lump sum
cash payment equal to six months of her base salary, an additional lump sum cash
payment equal to six months of her benefit premiums, and 12 months accelerated
vesting of her time-based equity awards if she is terminated by the Company
without cause or she resigns for good reason, and such termination is not in
connection with the Company's change in control. In the event her termination
without cause or resignation for good reason is within three months prior to or
12 months after a change in control, she will be eligible to receive a lump sum
cash payment equal to 12 months of her base salary, an additional lump sum cash
payment equal to 12 months of her benefit premiums, and full acceleration of her
time-based equity awards. The foregoing summary of the Offer Letter does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Offer Letter, which is filed as Exhibit 99.1 hereto and incorporated
herein by reference.
The Company filed a press release to announce the separation of the roles of
chair and chief executive officer and Ms. Reses' appointment, which is filed as
Exhibit 99.2 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Offer Letter, dated May 11, 2021, by and between the Company and
Jacqueline Reses
99.2 Press release issued by ContextLogic Inc. on May 12, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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