Business Context and Reporting Period
This Form 8-K is a current report filed by Square, Inc. (now Block, Inc.) on May 13, 2016, covering events occurring on May 9, 2016, and May 12, 2016. The filing addresses significant changes to the composition of the Company's Board of Directors.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance changes and does not contain financial performance data.
Material Changes
- Resignation: Earvin "Magic" Johnson, Jr. resigned as a member of the Board of Directors effective immediately on May 9, 2016.
- Reason for Departure: The resignation was not the result of any disagreements with the Company regarding operations, policies, or practices.
- Appointment: On May 12, 2016, the Board appointed Paul Deighton as a Class I director.
- Nomination: Paul Deighton was nominated for election as a Class I director at the 2016 annual meeting of stockholders.
Outlook, Commentary, and Risks
Management Commentary: The Company confirmed that Mr. Johnson's departure was amicable. Mr. Deighton, age 60, brings experience as the former UK Commercial Secretary to the Treasury, CEO of the London Organising Committee for the Olympic Games, and a former partner at Goldman Sachs.
Compensation and Governance: Mr. Deighton will receive standard remuneration for non-employee directors and will execute a standard indemnification agreement. As of the filing date, he will not serve on any Board committees.
Procedural Updates: The Company intends to file a supplement to its proxy statement for the Annual Meeting to reflect these Board changes.
Key Facts for Investor Verification
- Verify the effective date of Earvin "Magic" Johnson, Jr.'s resignation (May 9, 2016).
- Confirm the appointment and Class I director status of Paul Deighton.
- Review the upcoming proxy statement supplement for updated Board composition details.
- Note that no financial data or operational metrics are disclosed in this specific filing.