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): May 16, 2018
Blue Apron Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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001-38134 |
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81-4777373 |
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(State or Other Jurisdiction |
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(Commission |
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(IRS Employer |
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40 West 23rd Street |
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10010 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
(347) 719-4312
(Registrant’s telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 x
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. o
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 16, 2018, the board of directors of Blue Apron Holdings, Inc. (the “Company”) appointed Tim Bensley as the Company’s Chief Financial Officer and Treasurer, effective as of the commencement of Mr. Bensley’s employment with Blue Apron, LLC, which is contemplated to be May 21, 2018. Mr. Bensley will assume the Chief Financial Officer and Treasurer roles from Bradley J. Dickerson, who will continue to serve as the Company’s President and Chief Executive Officer and as a member of the board of directors. Mr. Bensley will serve as the Company’s principal financial officer and principal accounting officer.
Mr. Bensley, 59, served as chief financial officer of Acosta, Inc., a sales and marketing company for consumer-packaged goods companies, from June 2015 to October 2017. From 1986 to April 2015, Mr. Bensley served in multiple positions at PepsiCo, Inc., a multinational food, snack and beverage company, including chief financial officer of Pepsi Cola North America from 2008 to 2010, chief financial officer of PepsiCo Americas Foods from 2010 to 2012 and senior vice president, global transformation from 2012 to April 2015. Mr. Bensley holds a B.S. degree in engineering from the United States Military Academy at West Point and an M.S. degree in project management from Boston University.
Pursuant to the terms of his employment offer letter with Blue Apron, LLC (the “Offer Letter”), Mr. Bensley will be entitled to the following compensation, subject to the commencement of his employment and, as applicable, approval by the compensation committee of the Company’s board of directors (the “Compensation Committee”):
Base Salary. Mr. Bensley’s annual base salary will be $400,000.
Bonus. Mr. Bensley will be eligible to receive a discretionary annual performance-based target cash bonus equal to 75% of his annual base salary, based on achievement of certain corporate and individual performance goals.
Equity Compensation. In connection with his appointment, the Company will grant Mr. Bensley a restricted stock unit award (the “RSU Award”) under the Company’s 2017 Equity Incentive Plan (the “Plan”) for such number of shares of the Company’s Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), having an aggregate target value of $750,000 (the “Target Value”). The RSU Award will be scheduled to vest over four years. In addition, in connection with his appointment, the Company will grant Mr. Bensley a one-time, performance-based option to purchase shares of Class A Common Stock at an exercise price per share equal to the closing price of the Class A Common Stock on the New York Stock Exchange on the date of grant (or, if the date of grant is not a trading day, the closing price on the immediately preceding trading day), with vesting conditions tied to the Company’s achievement of certain performance and stock price goals. Mr. Bensley will also be eligible to receive an annual equity award at the Target Value, which award is expected to vest over four years. All equity grants to Mr. Bensley will be subject to the terms of the Plan and the applicable award agreement.
Termination of Employment and Payments. In connection with his appointment, Mr. Bensley will be a “Covered Employee” under the Company’s Executive Severance Benefits Plan, which was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q on May 3, 2018 and is described under “Executive Compensation—Potential Payments Upon Termination or Change in Control” in the Company’s definitive proxy statement for the 2018 annual meeting of stockholders filed with the U.S. Securities and Exchange Commission on April 26, 2018.
Item 7.01 Regulation FD Disclosure.
On May 17, 2018, the Company announced Mr. Bensley’s appointment as Chief Financial Officer and Treasurer by a press release, which is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
In accordance with General Instruction B-2 of Form 8-K, the information set forth in or incorporated by reference into this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit |
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Description |
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99.1 |
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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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BLUE APRON HOLDINGS, INC. | |
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Date: May 17, 2018 |
By: |
/s/ Benjamin C. Singer |
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Benjamin C. Singer |
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General Counsel and Secretary |
Blue Apron Appoints Tim Bensley as Chief Financial Officer
Bensley brings over three decades of experience in diverse finance and strategy leadership roles
May 17, 2018 (NEW YORK, NY) — Blue Apron Holdings, Inc. today announced the appointment of Tim Bensley as Chief Financial Officer, with an expected start date of May 21. A veteran finance executive, Bensley brings to Blue Apron over 30 years of diverse finance and strategy leadership experience, including deep expertise in the consumer packaged goods and food retail industries. As CFO, he will lead financial operations across the company, reporting directly to Chief Executive Officer Brad Dickerson and serving on the company’s executive leadership team.
Bensley most recently served as CFO of Acosta, Inc., a private-equity backed company with more than 30,000 employees in 100 locations globally that provides multi-channel sales, marketing and business intelligence services to many of the world’s leading food and consumer packaged goods companies.
Prior to joining Acosta, Bensley spent 29 years at PepsiCo, Inc. Starting at the Frito-Lay North America division, he progressed over five years through various roles in supply chain operations. Bensley spent the next 15 years in various finance leadership positions at Frito-Lay North America, heading the FP&A, Supply Chain Finance and Sales Finance organizations before being promoted to CFO of Frito-Lay Canada in 2005. In 2007, he moved to PepsiCo’s headquarters in Purchase, NY to lead the Corporate Strategy Group and was appointed CFO of Pepsi-Cola North America in 2008. In 2010, Bensley was promoted to CFO of PepsiCo Americas Foods, a division of PepsiCo with approximately $23 billion in revenue at such time. He was appointed Senior Vice President of PepsiCo Global Transformation in 2012, a global task force charged with leading and managing organizational change of PepsiCo’s global operating model and core business processes.
“Following a rigorous search for a CFO who can make an immediate impact on our business, I am thrilled to have Tim join our team,” said Brad Dickerson, Blue Apron CEO. “Tim brings over three decades of exceptional leadership experience, including a track record of delivering against a growth agenda with a positive impact on business results, and relevant expertise in the food and consumer packaged goods space. He will play an instrumental role in helping us achieve our strategic goals as we continue on the path of taking transformative actions to drive strong and sustainable growth.”
“I am excited to join the passionate and dynamic team at Blue Apron,” said Bensley. “The company has reached an inspiring inflection point, and as CFO I look forward to contributing to the company’s growth as we build on recent progress in our core business while expanding our powerful brand to new channels and new consumers.”
Bensley received a Bachelor’s degree in Engineering from the United States Military Academy at West Point. Upon graduating, he spent five years as an Officer in the U.S. Army, where he progressed to Captain and served as a Company Commander. He also holds a Master’s degree in Project Management from Boston University.
About Blue Apron
Blue Apron’s mission is to make incredible home cooking accessible to everyone. Launched in 2012, Blue Apron is reimagining the way that food is produced, distributed, and consumed, and as a result, building a better food system that benefits consumers, food producers, and the planet. The Company has developed an integrated ecosystem that enables the Company to work in a direct, coordinated manner with farmers and artisans to deliver high-quality products to customers nationwide at compelling values.
Forward-Looking Statements
This press release includes statements concerning Blue Apron Holdings, Inc. and its future expectations, plans and prospects that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these terms or other similar expressions. Blue Apron has based these forward looking statements largely on its current expectations and projections about future events and trends that it believes may affect its business, financial condition and results of operations. These forward-looking statements speak only as of the date of this press release and are subject to a number of risks, uncertainties and assumptions including, without limitation, risks related to its announced management and organizational changes, the continued service and availability of key personnel, its ability to expand its product assortments by offering additional products for additional consumer segments, the Company’s anticipated growth strategies, anticipated trends and challenges in its business, and its expectations regarding, and the stability of, its supply chain, and the risks more fully described in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 5, 2018 and other filings that Blue Apron may make with the SEC in the future. Blue Apron assumes no obligation to update any forward looking statements contained in this press release as a result of new information, future events or otherwise.
Blue Apron Contact
Louise Ward
Louise.Ward@blueapron.com