UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Upon the recommendation of the nominating and corporate governance committee, or the Nominating Committee, of the board of directors, or the Board, of Procore Technologies, Inc., a Delaware corporation, or the Company, on December 21, 2021, the Board appointed Erin Chapple to fill a vacancy on the Board, effective immediately. Ms. Chapple will serve as a Class I director until the Company’s 2022 annual meeting of stockholders, until such time as her successor has been duly elected and qualified, or until her earlier death, resignation or removal. Based upon the further recommendation of the Nominating Committee, the Board also appointed Ms. Chapple to serve as a member of the compensation committee of the Board, or the Compensation Committee, with such appointment effective as of January 1, 2022. Ms. Chapple was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person.
The Board has determined that Ms. Chapple qualifies as an independent director under the listing standards of the New York Stock Exchange and the director independence standards set forth in the Company’s Corporate Governance Guidelines. Additionally, there are no transactions involving the Company and Ms. Chapple that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
Pursuant to, and subject to the terms of, the Company’s Non-Employee Director Compensation Policy, as amended, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2021, Ms. Chapple will receive an annual cash retainer of $35,000 for service on the Board. Following the effectiveness of her appointment to the Compensation Committee, Ms. Chapple will receive an additional annual cash retainer of $7,500 per year for service on the Compensation Committee. Ms. Chapple was granted an initial Restricted Stock Unit award having a target equity value of $450,000, or the Initial RSU Award. The Initial RSU Award will vest in a series of three equal annual installments measured based on the date of grant, subject to continued service through each vesting date. In addition, annually, at the close of business on the date of each annual meeting of the Company’s stockholders, each, an Annual Meeting, Ms. Chapple will receive a Restricted Stock Unit award having a target equity value of $200,000, each, an Annual RSU Award, subject to her continued service through each such date. Each Annual RSU Award will vest in full on the date of the following year’s Annual Meeting (or the date immediately preceding the date of the following year’s Annual Meeting if her service on the Board ends at such meeting), subject to her continued service through the applicable vesting date. The Initial RSU Award and any Annual RSU Awards are subject to the terms and conditions of the Company’s 2021 Equity Incentive Plan and its related agreements.
In connection with her appointment to the Board, the Company will enter into its standard indemnification agreement with Ms. Chapple, the form of which is incorporated by reference as Exhibit 10.1 to the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission on May 6, 2021 (File No. 333-236789).
| Item 8.01 | Other Events. |
On December 22, 2021, the Company issued a press release announcing the appointment of Ms. Chapple as a member of the Board. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Procore Technologies, Inc. Press Release, dated as of December 22, 2021. | |
| 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 thereunto duly authorized.
| Procore Technologies, Inc. | ||||
| Dated: December 22, 2021 | By: | /s/ Benjamin C. Singer | ||
| Benjamin C. Singer | ||||
| Chief Legal Officer and Corporate Secretary | ||||
Exhibit 99.1
Procore Appoints Microsoft Executive Erin Chapple to Board of Directors
Azure Executive will Advise on Procore’s Platform Strategy
CARPINTERIA, Calif., Dec. 22, 2021 —Procore Technologies, Inc. (NYSE: PCOR), a leading provider of construction management software, today announced the appointment of Erin Chapple to its Board of Directors.
Chapple serves at Microsoft (NASDAQ: MSFT) as the Corporate Vice President of Azure Core, a public cloud computing platform. She has held this position since March 2021 and has been with Microsoft for more than two decades. In her current role, Chapple delivers globally available compute, storage, networking and management services that power the world’s workloads from traditional to cloud-native applications.
“We are thrilled to welcome Erin Chapple to Procore’s Board of Directors as we continue to strengthen our construction platform and deliver against our strategic roadmap,” said Tooey Courtemanche, Procore Founder, President and CEO. “Erin is a strong technology leader with extensive experience in delivering leading-edge solutions that power the world. Her unique insights will be crucial as we continue to enhance our architecture and product strategy, to ultimately connect everyone in construction on our global platform.”
“Procore is leading the transformation of construction, one of the oldest, largest, and least digitized industries in the world, through modern product offerings designed to better manage risk and accelerate growth,” said Chapple. “I look forward to helping Procore tackle the construction industry’s challenges, and contributing to an innovative platform that enables better collaboration.”
Prior to serving in her current role, Chapple was the Corporate Vice President of the Operating Systems team that is responsible for the technology at the foundation of all Windows-based products. She joined Microsoft in 1998 as a Program Manager on the Small Business Server, and since then, has contributed to more than 15 operating system releases in various leadership positions. Chapple is also one of the Executive Sponsors of the Microsoft Women’s Employee Resource Group, and is known for her advocacy and support of women in technology.
More information about Procore’s Board of Directors can be found here.
About Procore
Procore is a leading provider of construction management software. Over 1 million projects and more than $1 trillion USD in construction volume have run on Procore’s platform. Our platform connects every project stakeholder to solutions we’ve built specifically for the construction industry—for the owner, the general contractor, and the specialty contractor. Procore’s App Marketplace has a multitude of partner solutions that integrate seamlessly with our platform, giving construction professionals the freedom to connect with what works best for them. Headquartered in Carpinteria, California, Procore has offices in the United States, Canada, and around the globe. Learn more at Procore.com.
Contacts
Media Contact
Andee Brooker
press@procore.com
Investor Contact
Matthew Puljiz
ir@procore.com
PROCORE-IR
Document and Entity Information |
Dec. 21, 2021 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001611052 |
| Document Type | 8-K |
| Document Period End Date | Dec. 21, 2021 |
| Entity Registrant Name | Procore Technologies, Inc. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-40396 |
| Entity Tax Identification Number | 73-1636261 |
| Entity Address, Address Line One | 6309 Carpinteria Avenue |
| Entity Address, City or Town | Carpinteria |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 93013 |
| City Area Code | (866) |
| Local Phone Number | 477-6267 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.0001 par value |
| Trading Symbol | PCOR |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | true |