Item 2.02. Results of Operations and Financial Condition
On January 9, 2023, Udemy, Inc. (the "Company") announced certain preliminary
unaudited financial information for the quarter ended December 31, 2022 (the
"Preliminary Financial Information"). The Preliminary Financial Information is
set forth in a press release issued by the Company on January 9, 2023 under the
caption "Updated Fourth Quarter 2022 Outlook". The Preliminary Financial
Information is based on management's initial analysis of operations for the
quarter ended December 31, 2022, is unaudited, and is subject to change based on
further review and the completion of the Company's end-of-period reporting
process.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein, except for the Preliminary Financial
Information, which, along with the information in Item 2.02 of this Current
Report on Form 8-K, is being furnished and shall not be deemed "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to the liabilities of Section 18, and
shall not be incorporated by reference into any registration statement or other
document filed pursuant to the Securities Act of 1933, as amended, or the
Exchange Act, regardless of any general incorporation language contained in such
filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On January 4, 2023, Gregg Coccari notified the Board of Directors (the "Board")
of the Company of his intention to retire from his role as the Company's
President, Chief Executive Officer and Chairman of the Board and to resign as a
member of the Board, in each case effective as of February 28, 2023. Mr.
Coccari's departure is not related to any disagreement on matters regarding the
Company's operations, policies or practices.
In connection with Mr. Coccari's retirement, the Company and Mr. Coccari entered
into a Consulting Agreement, effective as of February 28, 2023 (the "Consulting
Agreement"). Among other things, the Consulting Agreement provides that Mr.
Coccari will provide transitional advisory advice and other assistance as
requested by the Company's Chief Executive Officer, not to exceed 10 hours per
month. Mr. Coccari's existing equity incentive awards will continue to vest
during the term of the Consulting Agreement and Mr. Coccari will continue to be
deemed a "service provider" for purposes of the Company's equity incentive
plans. The Consulting Agreement expires on February 28, 2024, unless terminated
earlier in accordance with the provisions of the Consulting Agreement. The
foregoing description of the Consulting Agreement is not complete and is
qualified in its entirety by reference to the full text thereof, a copy of which
is filed as Exhibit 10.1 hereto.
Additionally, on January 9, 2023, the Company announced that Gregory Brown, the
Company's President, Udemy Business, will be appointed as the Company's
President and Chief Executive Officer, effective as of February 28, 2023, and
has been elected to serve as a Class I director, effective as of February 28,
2023, with an initial term expiring at the Company's 2025 annual meeting of
stockholders.
In connection with Mr. Brown's appointment as Chief Executive Officer, the
Company and Mr. Brown entered into a letter agreement, effective as of March 1,
2023 (the "Employment Agreement"). The Employment Agreement does not have a
specific term and provides that Mr. Brown will continue to be an at-will
employee. Pursuant to the Employment Agreement, Mr. Brown will be entitled to
the following compensation and benefits:
•A base salary of $565,000 per year and eligibility to receive an annual target
bonus of 100% of Mr. Brown's annual base salary;
•An additional award of restricted stock units ("RSUs") having a value of $6.0
million under the Company's 2021 Equity Incentive Plan and standard form of
award agreement, which RSUs will vest in equal quarterly installments over four
years, subject to Mr. Brown's continued service; and
•Eligibility to participate in the Company's standard benefit plans as in effect
from time to time, on the same basis as those benefit plans are generally made
available to other similarly situated executives of the Company.
The foregoing description of the Employment Agreement is not complete and is
qualified in its entirety by reference to the full text thereof, a copy of which
is filed as Exhibit 10.2 hereto.
In addition, Mr. Brown will continue to be bound by the terms of his proprietary
information and inventions assignment agreement, his change in control and
severance agreement and his standard indemnification agreement in the form
previously approved by the Board.
Mr. Brown's biographical information is incorporated herein by reference to the
Company's Proxy Statement on Schedule 14A filed with the Securities and
Exchange Commission on April 20, 2022. There are no family relationships between
Mr. Brown and any director or executive officer of the Company, and the Company
has not entered into any transactions or proposed transactions with Mr. Brown
that are reportable pursuant to Item 404(a) of Regulation S-K. There
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are no arrangements or understandings between Mr. Brown and any other persons
pursuant to which he was selected as Chief Executive Officer.
A copy of the press release announcing Mr. Coccari's retirement and Mr. Brown's
appointment as President and Chief Executive Officer is attached as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by reference,
except for the Preliminary Financial Information, which is furnished as
described under Item 2.02 above.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Description
Number
10.1 Consulting Agreement, dated February 28, 2023, between Gregg Coccari and
Udemy, Inc.
10.2 Employment Agreement, dated March 1, 2023, between Gregory Brown and Udemy,
Inc.
99.1 Press release dated January 9, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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