false0001082923
0001082923
2020-01-17
2020-01-17
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 17, 2020
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Stamps.com Inc. |
(Exact name of registrant as specified in its charter) |
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Delaware | 000-26427 | 77-0454966 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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1990 E. Grand Avenue | El Segundo, | CA | 90245 |
(Address of principal executive offices) | (Zip Code) |
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Registrant’s telephone number, including area code: | (310) | 482-5800 |
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Not applicable |
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.001 per share | STMP | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On January 17, 2020, Stamps.com Inc. (the “Company”) and Kate Ann May, a member of the Company's Board of Directors and the former chief executive officer of ShippingEasy, Inc., a wholly owned subsidiary of the Company, entered into an agreement, in the Company's standard form, for Ms. May to provide consulting services to the Company, as pre-approved by the Company's Chief Executive Officer, for an initial period of 12 months commencing January 21, 2020. The consulting agreement provides that Ms. May shall be compensated at an hourly rate for actual hours worked, and the total fees for the 12 month term will not exceed $360,000.
In connection with entering into the consulting agreement, Ms. May agreed to forfeit the unvested portion of each stock option award she has received from the Company other than the portion of the stock options granted on June 3, 2019 which is scheduled to vest on June 3, 2020. In the aggregate, Ms. May agreed to forfeit unvested options to purchase 16,876, 11,667 and 33,500 shares of common stock of the Company at exercise prices of $192.25, $196.05 and $35.04, respectively.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is being furnished or filed herewith:
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | Stamps.com Inc. |
| | (Registrant) |
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January 24, 2020 | | /s/ Ken McBride |
Date | | (Signature) |
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| | Ken McBride |
| | Chief Executive Officer |