Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a)
On April 4, 2023, Matthew Jacobson, a director of Braze, Inc. (the "Company"),
notified the Company's board of directors (the "Board") that he is resigning
from his position as a member of the Board, effective immediately. Mr. Jacobson
was a member of the Company's audit committee. His resignation is not due to any
disagreement with the Company on any matter relating to the Company's
operations, policies or practices.
(d)
On April 4, 2023, the Board appointed Fernando Machado to serve as a director of
the Company, effective immediately. Mr. Machado will serve as a Class I director
whose term will expire at the Company's 2025 annual meeting of stockholders.
There is no arrangement or understanding between Mr. Machado and any other
person pursuant to which he was selected as a director of the Company, and there
is no family relationship between Mr. Machado and any of the Company's other
directors or executive officers. The Company is not aware of any transaction
involving Mr. Machado requiring disclosure under Item 404 of Regulation S-K.
Mr. Machado was also appointed as a member of the Board's compensation
committee. In connection with Mr. Machado's appointment to the Board, the Board
updated its committees such that (i) the members of the audit committee of the
Board include David Obstler (chair), Phillip Fernandez and Doug Pepper; (ii) the
members of the compensation committee of the Board include Phillip Fernandez
(chair), Tara Levy and Fernando Machado; and (iii) the members of the nominating
and corporate governance committee include Tara Levy (chair) and Neeraj Agrawal.
Mr. Machado, 49, has served as the global chief marketing officer of The Not
Company, Inc. (also known as NotCo) since April 2023. Prior to NotCo, Mr.
Machado served as chief marketing officer at Activision Blizzard, Inc. from
April 2021 to March 2023. Prior to Activision Blizzard, Mr. Machado served as
served as the global chief marketing officer of Restaurant Brands International
Inc. from January 2020 to April 2021. Prior to Restaurant Brands International,
Mr. Machado served multiple roles at Burger King Corporation, including as
Global Chief Marketing Officer from October 2017 to January 2020 and head of
brand marketing from March 2014 to September 2017. Prior to Restaurant Brands
International, Mr. Machado served multiple roles at Unilever PLC from January
1998 to March 2014. Mr. Machado holds an MBA from INSEAD and a BS in mechanical
engineering from the University of Campinas. The Board believes that Mr. Machado
is qualified to serve as a member of the Board because of his extensive
experience in global marketing organizations.
Mr. Machado will be entitled to participate in the Company's non-employee
director compensation policy. Pursuant to such policy, upon commencement of his
service as a director, Mr. Machado was granted a restricted stock unit award for
7,085 shares of the Company's Class A common stock under its 2021 Equity
Incentive Plan, with the shares vesting in three equal annual installments,
subject to his continued service as a director through each applicable vesting
date. Additionally, in accordance with the Company's non-employee director
compensation policy, Mr. Machado will be entitled to receive a $30,000 annual
cash retainer for his service as director, plus an additional $7,000 annual cash
retainer for his service on the Board's compensation committee. At each annual
stockholder meeting following which Mr. Machado commences his service as a
director (beginning with the 2023 annual meeting of stockholders), Mr. Machado
will be entitled to receive an additional restricted stock unit award valued at
$175,000; provided that his award at the 2023 annual meeting of stockholders
will be prorated for his service time as director as of such date. This annual
restricted stock unit award will vest in full on the earliest of (i) the first
anniversary of the grant date, or (ii) the day before the first annual
stockholders meeting occurring after the grant date, subject in each case to his
continued service on such vesting date. Mr. Machado's unvested restricted stock
unit awards
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will also vest in full immediately prior to the occurrence of a change of
control of the Company, subject to his continued service on such vesting date.
Mr. Machado has also entered into the Company's standard form of indemnification
agreement.
Item 7.01. Regulation FD Disclosure.
On April 4, 2023, the Company issued a corrected press release related to the
matters described in Item 5.02 of this Amendment No. 1 on Form 8-K/A.
Specifically, the corrected press release modifies the last sentence of the
first paragraph of the original press release to read:
"Fernando will replace Matthew Jacobson, who joined Braze's board in 2017, in
connection with the company's Series D, led by ICONIQ. Doug Pepper will continue
to represent ICONIQ, a large Braze shareholder, on the company's Board of
Directors."
A copy of the corrected press release is furnished as Exhibit 99.1 to this
Amendment No. 1 on Form 8-K/A and is incorporated herein by reference.
The information contained in this Item 7.01 and Item 9.01 in this Amendment No.
1 on Form 8-K/A, including the accompanying Exhibit 99.1 hereto, shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing
made by the Company under the Securities Act of 1933, as amended, or the
Exchange Act, regardless of any general incorporation language in such filings,
unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release of Braze, Inc., dated April 4, 2023
104 Cover Page Interactive Data (embedded within the Inline XBRL document)
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