Business Context and Reporting Period
This Form 8-K Current Report was filed by Procore Technologies, Inc. on December 22, 2021, regarding events occurring on December 21, 2021. The filing addresses corporate governance changes, specifically the appointment of a new director to the Board of Directors.
Key Financial Metrics
This filing does not contain operational financial data such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial figures disclosed relate to director compensation arrangements:
- Annual Cash Retainer (Board): $35,000
- Annual Cash Retainer (Compensation Committee): $7,500 (effective January 1, 2022)
- Initial Restricted Stock Unit (RSU) Award: Target equity value of $450,000
- Annual RSU Award: Target equity value of $200,000 per year
Material Changes
The primary material change reported is the appointment of Erin Chapple to fill a vacancy on the Board of Directors, effective immediately on December 21, 2021. Key details include:
- Ms. Chapple serves as a Class I director until the 2022 annual meeting of stockholders.
- She was appointed as a member of the Compensation Committee, effective January 1, 2022.
- The Board determined Ms. Chapple qualifies as an independent director under NYSE listing standards.
- No transactions requiring reporting under Item 404(a) of Regulation S-K exist between the Company and Ms. Chapple.
Guidance, Outlook, and Risks
This filing does not provide financial guidance, outlook, management commentary on business performance, or specific risk factors. The document notes that Ms. Chapple's equity awards are subject to the terms of the Company's 2021 Equity Incentive Plan and vesting is contingent upon continued service. An indemnification agreement will be entered into in connection with her appointment.
Investor Verification Checklist
- Verify the independence status of Erin Chapple under the Company's Corporate Governance Guidelines.
- Review the Company's 2021 Equity Incentive Plan for specific vesting schedules and conditions attached to the Initial and Annual RSU Awards.
- Confirm the total number of directors on the Board following this appointment to assess board composition.
- Check the upcoming 2022 Annual Report on Form 10-K for the full text of the Non-Employee Director Compensation Policy referenced in this filing.