Business Context and Reporting Period
This Form 8-K Current Report was filed by Amplitude, Inc. on February 22, 2025. The filing discloses a corporate governance change involving the appointment of a new director to the Board of Directors.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on director compensation arrangements.
- Director Cash Compensation: $30,000 annual base for Board service, $10,000 for Audit Committee service, and $4,000 for Nominating Committee service.
- Initial Equity Award: Restricted Stock Units (RSUs) valued at $525,000, vesting one-third annually.
- Annual Equity Award: RSUs valued at $175,000, granted at each annual meeting.
Material Changes
The Board of Directors increased its size from nine to ten members. Tien Tzuo was appointed as a Class I director to fill the newly created seat. He was also appointed to the Audit Committee and the Nominating and Corporate Governance Committee.
Outlook, Risks, and Unusual Items
Compensation Structure: Mr. Tzuo's equity awards are subject to acceleration in full in the event of a change in control. He may elect to receive cash compensation in the form of RSUs or defer RSU vesting until a fixed date, termination of service, or a change in control.
Regulatory Disclosure: The press release accompanying this appointment is furnished under Item 7.01 and is not deemed "filed" for purposes of Section 18 of the Exchange Act.
Investor Verification Checklist
- Verify the impact of the Board size increase on corporate governance dynamics.
- Confirm the vesting schedule and valuation of the $525,000 initial RSU grant based on the 30-day average trading price.
- Review the standard indemnification agreement referenced in the filing for potential liability exposures.
- Monitor future filings for the execution of the annual RSU awards starting with the next annual meeting.