UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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| ☐ | Preliminary Proxy Statement | ||||
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| ☒ | Definitive Proxy Statement | ||||
| ☐ | Definitive Additional Materials | ||||
| ☐ | Soliciting Material under § 240.14a-12 | ||||
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LETTER FROM OUR CHAIR AND CHIEF EXECUTIVE OFFICER | ||
 | |||||||||||
July 3, 2023
To Our Stockholders:
I am pleased to invite you to attend BARK, Inc.’s 2023 Annual Meeting of Stockholders to be held on Tuesday, August 15, 2023 at 12:00 p.m., Eastern Time. Our Annual Meeting will be a ‘‘virtual meeting’’of stockholders, which will be conducted exclusively online via live webcast at www.virtualshareholdermeeting.com/bark2023.
The Notice of the Annual Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. Details regarding how to attend the meeting and the business to be conducted at the Annual Meeting are more fully described in the Notice of the Annual Meeting and Proxy Statement.
Your vote is very important. Whether you plan to participate in the Annual Meeting or not, please be sure to vote.
On behalf of our board of directors and management team, thank you for your ongoing support of and continued interest in BARK.
Sincerely,
Matt Meeker
Co-Founder, Chief Executive Officer & Chair
BARK, Inc.
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NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS | |||||
Notice is hereby given that the 2023 annual meeting of stockholders (the "Annual Meeting") of BARK, Inc., a Delaware corporation, will be held on August 15, 2023, at 12:00 p.m. Eastern Time. The Annual Meeting will be a virtual stockholder meeting through which you can listen to the meeting, submit questions and vote your shares online.
The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/bark2023 and entering the 16-digit control number included in your proxy materials, on your proxy card, or in the instructions that accompanied your proxy materials. There is no physical location for the annual meeting.
| Items of Business | Our Board’s Recommendation | Page | |||||||||
| 1 | Elect three Class B director nominees named in the attached proxy statement | FOR each director nominee | |||||||||
| 2 | Ratify the appointment of Deloitte & Touche LLP, as our independent registered public accounting firm for the fiscal year ending March 31, 2024 | FOR | |||||||||
| 3 | Approve, on an advisory basis, the compensation of our named executive officers | FOR | |||||||||
| 4 | Approve an amendment to our Certificate of Incorporation to adopt a new provision allowing for the exculpation of certain officers of the Company as permitted by Delaware law | FOR | |||||||||
These items of business are more fully described in the accompanying proxy statement (the "Proxy Statement"). The stockholders will also transact such other business as may properly come before the Annual Meeting and at any adjournments or postponements of the Annual Meeting.
Stockholders of record at the close of business on June 16, 2023 (the "Record Date") are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. We expect to commence mailing of a Notice of Internet Availability of Proxy Materials, containing instructions on how to access the proxy materials, to our stockholders of record on or about July 3, 2023.
Your vote is important to us. You may cast your vote over the Internet, by telephone or by completing and mailing a proxy card. Returning the proxy does not deprive you of your right to attend the annual meeting and to vote your shares online during the Annual Meeting.
Proxies forwarded by or for banks, brokers or other nominees should be returned as requested by them. We encourage you to vote promptly to ensure your vote is represented at the Annual Meeting, regardless of whether you plan to attend.
You can find detailed information regarding voting in the section entitled “Questions and Answers” starting on page 46 of the accompanying Proxy Statement.
July 3, 2023 | ||||||||
| By Order of the Board of Directors, | ||||||||
| Allison Koehler | ||||||||
General Counsel and Secretary New York, New York | ||||||||
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON AUGUST 15, 2023 AT 12:00 P.M. EASTERN TIME
The notice of the Annual Meeting, Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended March 31, 2023, are available to stockholders free of charge at www.proxyvote.com.
TABLE OF CONTENTS |  | ||||
| 01 |  | ||||||||||
PROPOSAL ONE ELECTION OF CLASS B DIRECTORS | |||||||||||
GENERAL
Our board of directors (the "Board") currently consists of eight directors, divided into three classes, Class A, Class B and Class C, with the members of each class serving staggered, three-year terms.
The terms of office of the Class B directors, Matt Meeker, Joanna Coles, Paulette Dodson and Michele Meyer, will expire at the Annual Meeting. At the Annual Meeting, our stockholders will vote to elect the three nominees named in this Proxy Statement, Mr. Meeker, Ms. Dodson and Ms. Meyer, as Class B directors, whose terms will expire at the annual meeting of stockholders to be held in 2026. The size of the Board will be reduced from 8 to 7 members effective as of the Annual Meeting.
Each of our directors, including the director nominees, serve as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation or removal.
Ms. Dodson and Ms. Meyer were identified as candidates for director by a third-party search firm and appointed to the Board effective March 28, 2023.
The candidacies of Mr. Meeker, Ms. Dodson and Ms. Meyer were each considered by our Corporate Governance and Nominating Committee in accordance with the established process for evaluating candidates to serve on our Board. Upon the recommendation of the Corporate Governance and Nominating Committee, our Board nominated Mr. Meeker, Ms. Dodson and Ms. Meyer for election as Class B directors at the Annual Meeting.
Each of Mr. Meeker, Ms. Dodson and Ms. Meyer currently serve on our Board, has consented to be named in this Proxy Statement and has agreed to serve, if elected, until the 2026 annual meeting of stockholders and until his or her successor has been duly elected and qualified or until his or her earlier death, resignation or removal.
Class B directors will be elected by a plurality of the shares of our common stock represented at the Annual Meeting in person or by proxy and entitled to vote on the election of directors.
Director Independence
The Board has determined that each of the directors, other than Mr. Meeker and Mr. Werdelin, qualifies as an independent director, as defined under the listing rules of the New York Stock Exchange (the "NYSE"), and that the Board consists of a majority of “independent directors,” as defined under the rules of the NYSE listing rules relating to director independence requirements. In addition, the Company is subject to the rules of the U.S. Securities and Exchange Commission (the "SEC") and the NYSE relating to the membership, qualifications, and operations of the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee of our Board, as discussed below under "Director Independence."
Family Relationships
There are no family relationships between or among any of our executive officers, nominees, or directors.
BARK 2023 Proxy Statement | 1 | ||||
PROPOSAL ONE | |||||
INFORMATION ABOUT OUR BOARD
Members of our Board take a proactive, focused approach to their positions to ensure that BARK is committed to business success through the maintenance of high standards of responsibility and ethics. The Board meets on a regular basis and additionally as required. Mr. Meeker is the Executive Chair and Ms. McLaughlin is the Lead Independent Director of our Board.
| Class A Directors | Class B Directors | Class C Directors | ||||||||||||
| Term Expiring at the 2025 Annual Meeting | Term Expiring at the 2023 Annual Meeting | Term Expiring at the 2024 Annual Meeting | ||||||||||||
•Betsy McLaughlin •Henrik Werdelin | •Joanna Coles •Paulette Dodson •Matt Meeker •Michele Meyer | •David Kamenetzky •Jim McGinty | ||||||||||||
INFORMATION ABOUT OUR DIRECTORS
Class B Directors
Directors with terms expiring at the 2023 Annual Meeting:
Joanna Coles, OBE Age: 60 Director Since: June 2021 |  | ||||||||||
COMMITTEES •Corporate Governance & Nominating | |||||||||||
PUBLIC COMPANY BOARDS •Snap Inc. (NYSE: SNAP) (Present) •Sonos, Inc. (NASDAQ: SONO) (Present) | CAREER HIGHLIGHTS •Chief Content Officer of Hearst Magazines from September 2016 to August 2018 •Executive Producer for ABC Freeform’s The Bold Type since 2016 •Special Advisor to Cornell Capital since 2019 •Director, Women Entrepreneurs New York City, a non-profit initiative to expand female entrepreneurship, with a focus on underserved women and communities | ||||||||||
PRIVATE COMPANY BOARDS •Tech companies Density and Grover •KDC/ONE | KEY QUALIFICATIONS AND EXPERIENCES •Marketing experience •Innovation/technology experience •Broad international exposure •Adopted Phoebe, a Beagle mix, 12 years ago from a dog shelter in Canaan, CT | ||||||||||
2 | 2023 Proxy Statement BARK | ||||
PROPOSAL ONE | |||||
Paulette Dodson Age: 59 Director Since: March 2023 |  | ||||||||||
COMMITTEES •Corporate Governance & Nominating (Chair) | |||||||||||
PUBLIC COMPANY BOARDS •Portillo's (NASDAQ: PTLO) (Present) •Trupanion (NASDAQ: TRUP) (Present) | CAREER HIGHLIGHTS •General Counsel, Sara Lee •General Counsel, Petsmart •General Counsel, Alight, Inc. (NYSE: ALIT) | ||||||||||
PRIVATE COMPANY BOARDS •Mather, Inc. •United Way of Metro Chicago •Better Government Association | KEY QUALIFICATIONS AND EXPERIENCES •Experience in board governance, mergers and acquisitions, corporate compliance, risk and ESG across a variety of industries including Consumer Products/Goods and Retail •International and other strategic operational expansion | ||||||||||
Matt Meeker Executive Chairman Age: 49 Director Since: October 2011 |  | ||||||||||
COMMITTEES •None | |||||||||||
PUBLIC COMPANY BOARDS •None | CAREER HIGHLIGHTS •Co-Founder of BARK (2011) •Chief Executive Officer of BARK from its formation in October 2011 until September 2020 and resuming in January 2022 •Co-founded Meetup, a network of local communities that meet offline about shared interests and passions, and worked there from December 2001 through December 2007. •Venture Partner at Resolute VC | ||||||||||
PRIVATE COMPANY BOARDS •None | KEY QUALIFICATIONS AND EXPERIENCES •Extensive experience with BARK’s business •Innovation/technology experience •Inspired to found BARK by his late Great Dane, Hugo | ||||||||||
BARK 2023 Proxy Statement | 3 | ||||
PROPOSAL ONE | |||||
Michele Meyer Age: 59 Director Since: March 2023 |  | ||||||||||
COMMITTEES •Compensation | |||||||||||
PUBLIC COMPANY BOARDS •GNC (2019-2020) •Embark Trucks (2021-2023) | CAREER HIGHLIGHTS •31 Years at General Mills (1988-2019) •President, SVP of Small Planet Foods Division, General Mills •President, SVP Meals Division, General Mills •President, SVP Snacks Division, General Mills | ||||||||||
PRIVATE COMPANY BOARDS •Kevin's Natural Foods •Quinn Snack Foods •Pacha Soap | KEY QUALIFICATIONS AND EXPERIENCES •Extensive experience across all areas of P&L, including brand building, innovation, margin improvement, product development, and retail growth strategies •Relevant Senior Leadership / Emerging Brand Board Experience | ||||||||||
Class C Directors
Directors with terms expiring at the 2024 Annual Meeting:
David Kamenetzky Age: 53 Director Since: May 2022 |  | ||||||||||
COMMITTEES •Audit •Compensation | |||||||||||
PUBLIC COMPANY BOARDS •Kühne + Nagel International AG (SIX: KNIN) (Present) •AB InBev Foundation (NYSE: BUD) (2017-2019) •DKSH Holdings (KLSE: DKSH) (2014-2019) | CAREER HIGHLIGHTS •CEO of Joh. A. Benckiser (2019-2020) •Member, Group Executive Committee, Anheuser-Busch InBev (2016-2019) •Member, Leadership Team, Mars Incorporated (2006-2016) •Vice President, Goldman Sachs, London and Frankfurt (2000-2006) •Strategic Advisor to Wildtype Foods | ||||||||||
PRIVATE COMPANY BOARDS •Wedgewood Pharmacy (2021-Present) •JAB Investors (Chairman) (2019-2020) •Alfred Landecker Foundation (Founding Chairman) (2019-2020) | KEY QUALIFICATIONS AND EXPERIENCES •High Level of Financial Experience •Extensive experience in corporate strategy, business development and disruptive food and beverage companies •Relevant Senior Leadership/Chief Strategy & External Affairs Officer •Family includes two Labradoodles, Marley and Browny. | ||||||||||
4 | 2023 Proxy Statement BARK | ||||
PROPOSAL ONE | |||||
Jim McGinty Age: 61 Director Since: February 2021 |  | ||||||||||
COMMITTEES •Audit (Chair) •Corporate Governance & Nominating | |||||||||||
PUBLIC COMPANY BOARDS •None | CAREER HIGHLIGHTS •Chief Financial Officer of 5.11 Tactical since April 2018 •Chief Financial Officer of Z Gallerie from April 2016 through February 2018 •Chief Financial Officer of Spy Inc. from August 2013 through April 2016 | ||||||||||
PRIVATE COMPANY BOARDS •None | KEY QUALIFICATIONS AND EXPERIENCES •High Level of Financial Experience •Extensive experience in corporate strategy, business development and transaction experience •Relevant Senior Leadership/Chief Financial Officer | ||||||||||
Class A Directors
Directors with terms expiring at the 2025 Annual Meeting:
Betsy McLaughlin Lead Independent Director Age: 62 Director Since: December 2017 |  | ||||||||||
COMMITTEES •Audit •Compensation (Chair) | |||||||||||
PUBLIC COMPANY BOARDS •Hot Topic (NASDAQ:HOTT) (2000-2011) •Trupanion (NASDAQ:TRUP) (Present) | CAREER HIGHLIGHTS •Chief Executive Officer of Hot Topic, Inc. from 2000 to 2011 (NASDAQ: HOTT) •Member of the Board of Advisors and Executive Committee of the UCLA Anderson School for 17 years | ||||||||||
PRIVATE COMPANY BOARDS •5.11 Tactical •Everlane •Lazy Dog Restaurants •Mejuri •Dolls Kill •Good American | KEY QUALIFICATIONS AND EXPERIENCES •Extensive experience across all areas of retail, merchandising, proprietary brands, services, operations and ecommerce •Relevant Senior Leadership/Chief Executive Officer •High Level of Financial Experience •Family includes two dogs, Max and Emma. | ||||||||||
BARK 2023 Proxy Statement | 5 | ||||
PROPOSAL ONE | |||||
Henrik Werdelin Age: 47 Director Since: October 2011 |  | ||||||||||
COMMITTEES •None | |||||||||||
PUBLIC COMPANY BOARDS •None | CAREER HIGHLIGHTS •Co-Founder of BARK (2011) •Founding partner of Prehype LLC, a venture development firm headquartered in New York, with offices in London and Copenhagen (founded in 2010) •Author of The Acorn Method: How Companies Get Growing Again (published April 2020) •Advisor to several early stage startups | ||||||||||
PRIVATE COMPANY BOARDS •Bjarke Ingels Group | KEY QUALIFICATIONS AND EXPERIENCES •Extensive experience of BARK’s business •Innovation/technology experience •Adopted Molly. a Labrador Retriever, in 2013 | ||||||||||
FISCAL YEAR 2023 DIRECTOR COMPENSATION
The following table presents information regarding the compensation of our non-employee directors for services performed for our fiscal year ended March 31, 2023. Our founders, Messrs. Meeker and Werdelin, also serve on our Board, but received no additional compensation for such services. Please see the Fiscal Year 2023 Summary Compensation Table for the compensation received by Mr. Meeker for his service as an executive officer of the Company during fiscal year 2023. Please see the disclosure below for a description of the consulting fees, bonus and other amounts paid for Mr. Werdelin’s service to the Company during fiscal year 2023.
| Name | Fees Earned in Cash ($)(1) | RSU Awards ($)(2) (4)(5) | Stock Option Awards(4)(5) | Total ($) | |||||||||||||
| Joanna Coles | 50,000 | 61,090 | — | 111,090 | |||||||||||||
| Paulette Dodson | — | — | — | — | |||||||||||||
| David Kamenetzky | 40,000 | 300,000 | — | 340,000 | |||||||||||||
Jon Ledecky(3) | 41,250 | — | — | 41,250 | |||||||||||||
| Jim McGinty | 65,000 | 61,090 | — | 126,090 | |||||||||||||
| Betsy McLaughlin | 85,000 | 61,090 | — | 146,090 | |||||||||||||
| Michele Meyer | — | — | — | — | |||||||||||||
(1)Amounts reported for “Fees Earned in Cash” reflect fees earned during fiscal year 2023.
(2)Amounts reported for “RSU Awards” reflect the aggregate grant date fair value of the RSUs awarded during fiscal year 2023, computed in accordance with ASC 718 based on the closing stock price on the date of the grant.
(3)Mr. Ledecky did not stand for reelection at our 2022 annual meeting of stockholders.
(4)Ms. Dodson and Ms. Meyer were appointed to the Board effective March 28, 2023. The initial RSU awards in the amount of $300,000 were granted on May 11, 2023.
6 | 2023 Proxy Statement BARK | ||||
PROPOSAL ONE | |||||
(5)The following table sets forth the aggregate number of outstanding options and RSUs held by each non-employee director as of March 31, 2023:
| Name | Stock Option Awards | RSU Awards | |||||||||
| Joanna Coles | — | 69,836 | |||||||||
| Paulette Dodson | — | — | |||||||||
| David Kamenetzky | — | 123,456 | |||||||||
| Jon Ledecky | — | — | |||||||||
| Jim McGinty | — | 72,726 | |||||||||
| Betsy McLaughlin | — | 72,427 | |||||||||
| Michele Meyer | — | — | |||||||||
For fiscal year 2023, each non-employee director received an annual cash retainer of $40,000. The Lead Independent Director received an additional $15,000 annually, the chair of the Audit Committee received an additional $20,000 annually, the chair of the Compensation Committee received an additional $20,000 annually and the chair of the Corporate Governance Committee received an additional $10,000 annually. Members of the Audit Committee received an additional $10,000 annually, members of the Compensation Committee received an additional $5,000 annually and members of the Corporate Governance Committee received an additional $5,000 annually. All retainers were paid in substantially equal quarterly installments.
The non-employee directors’ equity compensation set forth above was granted under our 2021 Equity Incentive Plan. All equity compensation was granted in the form of RSUs that vested as described below, subject to the director’s continued service through such vesting.
Non-employee directors are eligible to receive an initial grant of RSUs with an aggregate grant date fair value equal to $300,000. Vesting of the initial RSU grant is subject to the director’s continued service through the one-year anniversary of the grant date.
Our annual refresh grant is intended to have a value of $150,000; however, in fiscal year 2023 the Board capped the number of RSUs granted based on the number of RSUs received by the non-employee directors in fiscal year 2022 (36,363 RSUs). Vesting of the initial RSU is subject to the director's continued service through the one-year anniversary of the grant date.
Mr. Werdelin was paid a monthly fee of $26,000 for creative consulting and administrative services provided to the Company through Prehype, LLC totaling $312,000 and received $1,000 a month towards administrative support, for a total of $12,000. Mr. Werdelin also received an award of RSUs in the amount of $290,000 on April 11, 2022. This RSU award will vest 25% on the one year anniversary of the date of grant and then in substantially equal amounts quarterly thereafter. Neither the monthly fee nor the RSU award was related to Mr. Werdelin’s service as a member of the Board. Mr. Werdelin did not receive any other compensation from the Company for his service in fiscal year 2023.
Deferred Compensation
The Compensation Committee of the Board has adopted a program that permits independent directors to elect to defer settlement of their director RSUs until such director ceases to serve on the Board. In general, directors must make these deferral elections prior to the date of the grant of such RSUs. Directors who make a deferral election will have no right as stockholders with respect to amounts credited to their deferred RSU accounts until such RSUs are settled. Settlement of any RSUs credited to the deferred RSU account in shares of fully vested common stock will occur as soon as practicable following the director’s termination of service as a member of the Board.
RECOMMENDATION OF OUR BOARD
OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE ELECTION OF THE CLASS B DIRECTOR NOMINEES NAMED ABOVE.
BARK 2023 Proxy Statement | 7 | ||||
CORPORATE GOVERNANCE | ||
CORPORATE GOVERNANCE HIGHLIGHTS
| Board Independence and Composition | Board Performance | Policies, Programs and Guidelines | ||||||||||||
• 6 of 8 directors are independent •100% independent committee members •Executive sessions of independent directors at each meeting •Empowered Lead Independent Director •Board and each committee may engage outside advisers independently of management | • Annual board, committee and director evaluations •Commitment to continuing director education •Oversight of key risk areas and certain aspects of risk management efforts •Oversight of key human capital issues, including diversity and inclusion and executive succession planning | • Robust stock ownership guidelines for directors •Comprehensive Code of Conduct and Business Ethics •Prohibition on hedging and pledging for any officers or directors | ||||||||||||
 | ||||||||||||||
BOARD COMMITTEES
Our Board has three standing committees: the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee. The Board has adopted a written charter for each of these committees, which are available on the Company’s investor relations website www.investors.bark.co.
| Audit Committee | Compensation Committee | Corporate Governance and Nominating Committee | ||||||||||||
•Jim McGinty (Chair) •David Kamenetzky •Betsy McLaughlin | •Betsy McLaughlin (Chair) •David Kamenetzky •Michele Meyer | •Paulette Dodson (Chair) •Joanna Coles •Jim McGinty | ||||||||||||
Audit Committee
The Audit Committee consists of:
Jim McGinty, David Kamenetzky and Betsy McLaughlin
Mr. McGinty serves as the chair of the Audit Committee. The Board has determined that Mr. McGinty qualifies as an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of the NYSE listing rules. In making this determination, the Board considered Mr. McGinty’s formal education and previous experience in financial roles. In addition, the Board has determined that each of the members of the Audit Committee satisfies the independence and other requirements of the NYSE and Rule 10A-3 under the Securities Exchange Act of 1934 (the "Exchange Act"), including that each member of an audit committee can read and understand fundamental financial statements in accordance with NYSE audit committee requirements. In arriving at this determination, the Board examined each member’s scope of experience and the nature of their prior and/or current employment.
Specific responsibilities of our Audit Committee include:
•overseeing our corporate accounting and financial reporting processes and our internal controls over financial reporting;
•evaluating the independent public accounting firm’s qualifications, independence and performance;
•engaging and providing for the compensation of the independent public accounting firm;
•pre-approving audit and permitted non-audit and tax services to be provided to us by the independent public accounting firm;
8 | 2023 Proxy Statement BARK | ||||
CORPORATE GOVERNANCE | |||||
•reviewing and assessing the annual internal audit plan and discussing with management communications prepared by the internal audit;
•periodically meeting for oversight meetings with management, the internal audit function, and the independent auditor;
•reviewing our financial statements;
•reviewing our critical accounting policies and estimates and internal controls over financial reporting;
•establishing procedures for complaints received by us regarding accounting, internal accounting controls or auditing matters, including for the confidential anonymous submission of concerns by our employees, and periodically reviewing such procedures, as well as any significant complaints received, with management;
•discussing with management and the independent registered public accounting firm the results of the annual audit and the reviews of our quarterly financial statements;
•reviewing and approving any transaction between us and any related person (as defined by the Exchange Act) in accordance with the Company’s related party transaction approval policy;
•reviewing and reassessing the adequacy of the Audit Committee’s charter and submitting any recommended changes to the Board for approval; and
•such other matters that are specifically designated to the Audit Committee by our Board from time to time.
The Audit Committee met 5 times during fiscal year 2023.
Compensation Committee
The Compensation Committee consists of:
Betsy McLaughlin, David Kamenetzky, and Michele Meyer
Ms. McLaughlin serves as the chair of the Compensation Committee. The Board has determined that each of the members of the Compensation Committee satisfies the independence requirements of the NYSE and is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act. The Compensation Committee may form subcommittees and may delegate power and authority to such subcommittees for any purpose that the Compensation Committee deems appropriate.
Specific responsibilities of our Compensation Committee include:
•reviewing and recommending policies relating to compensation and benefits of our officers and employees, including reviewing and approving corporate goals and objectives relevant to compensation of the Chief Executive Officer and other senior officers;
•evaluating the performance of the Chief Executive Officer and other senior officers in light of those goals and objectives;
•reviewing annually and recommending to the Board for approval of all compensation to be paid or awarded to the Chief Executive Officer;
•developing and implementing policies with respect to the recovery of excess compensation paid to any executive officers based on erroneous data;
•administering the issuance of options and other awards under our equity-based incentive plans;
•reviewing and approving, for the Chief Executive Officer and other senior officers, employment agreements, severance agreements, consulting agreements and change in control or termination agreements;
•reviewing our policies, programs and initiatives focusing on diversity and inclusion with respect to our leadership and workforce; and
•such other matters that are specifically designated to the Compensation Committee by our Board from time to time.
The Compensation Committee met 7 times during fiscal year 2023.
BARK 2023 Proxy Statement | 9 | ||||
CORPORATE GOVERNANCE | |||||
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee (the "Corporate Governance Committee") consists of:
Paulette Dodson, Joanna Coles and Jim McGinty
Ms. Dodson serves as the chair of the Corporate Governance Committee. The Corporate Governance Committee will recommend to the Board candidates for nomination for election at the annual meeting of the stockholders. In general, in identifying and evaluating nominees for director, the Board expects to consider educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom and the ability to represent the best interests of our stockholders. The Board will also consider director candidates recommended for nomination by its stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Stockholders that wish to nominate a director for election to the Board should follow the procedures set forth in our charter and bylaws.
Specific responsibilities of our Corporate Governance Committee include:
•identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on our Board;
•considering and making recommendations to our Board regarding changes to the size and composition of our Board;
•considering and making recommendations to our Board regarding the composition and chairmanship of the committees of our Board;
•providing oversight of our policies, programs and initiatives focusing on environmental and social responsibility and risks;
•establishing procedures to exercise oversight of, and oversee the performance evaluation process of, management;
•overseeing periodic evaluations of the performance of our Board and its committees;
•instituting plans or programs for the continuing education of our Board and orientation of new directors;
•developing and making recommendations to our Board regarding corporate governance guidelines and matters; and
•such other matters that are specifically designated to the Corporate Governance Committee by our Board from time to time.
In the process of identifying, screening and recommending director candidates to the full Board, our Corporate Governance Committee takes into consideration the needs of the Board and the qualifications of the candidates, such as their general understanding of various business disciplines and our business environment, their educational and professional background, analytical ability, independence, diversity of experience and viewpoints, and their willingness to devote adequate time to board duties. The Board evaluates each individual in the context of the Board as a whole with the objective of retaining a group that is best equipped to help ensure that the long-term interests of the stockholders are served. When searching for new directors, the Corporate Governance Committee will actively seek out women and individuals from minority groups to include in the pool from which nominees for the Board are chosen. The Corporate Governance Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.
The Corporate Governance Committee will consider director candidates recommended by stockholders on the same basis that it evaluates other nominees for director. In doing so, the Corporate Governance Committee will evaluate director candidates in light of several factors, including the general criteria outlined above. Our Amended and Restated Bylaws provide that any stockholder of record entitled to vote for the election of directors at the applicable meeting of stockholders may nominate persons for election to our Board, if such stockholder complies with the applicable notice procedures, which are referenced in “When are stockholder proposals due for next year’s annual meeting of the stockholders?” under “Questions and Answers” on page 50 of this Proxy Statement.
The Corporate Governance Committee met 5 times during fiscal year 2023.
MEETINGS OF THE BOARD
Our Board held 4 meetings during the fiscal year ended March 31, 2023. Each person currently serving as a director attended at least 75% of the aggregate of the total number of meetings of the Board and each committee of which he or she was a member. Each director is also encouraged and expected to attend the Annual Meeting.
10 | 2023 Proxy Statement BARK | ||||
CORPORATE GOVERNANCE | |||||
BOARD LEADERSHIP STRUCTURE
As outlined in our corporate governance guidelines, the Board will determine its leadership structure in a manner that it determines to be in the best interests of the Company and its stockholders from time to time in its judgment. If the Chair of the Board is not independent, the non-employee directors of the Board will elect a Lead Independent Director who will lead executive sessions of the Board, have authority to call meetings of the independent directors, and engage with the Board’s Chair and Chief Executive Officer to set meeting agendas for the Board, among other responsibilities.
Matt Meeker serves as both our Chief Executive Officer and the Chair of our Board. The Board believes that the combination of these two roles is appropriate at this time, particularly as it supports more consistent communication and coordination throughout the organization, enhancing the effectiveness of our corporate strategy. The Board believes that robust, independent Board oversight is essential, and Elizabeth McLaughlin, who serves as an empowered Lead Independent Director supports that important objective.
CORPORATE GOVERNANCE GUIDELINES
Our Board has adopted corporate governance guidelines, which provide the framework for our corporate governance along with our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, committee charters and other key governance practices and policies. Our corporate governance guidelines cover a wide range of subjects, including the conduct of board meetings, independence and selection of directors, board membership criteria, and board committee composition. The corporate governance guidelines can be accessed on our investor website at https://investors.bark.co.
STOCKHOLDER ENGAGEMENT
We value feedback from our stockholders. We launched our stockholder outreach program in the spring of 2023.
Any stockholder or other interested party who wishes to communicate with our Board, our independent directors, or any individual director may send written communications to our Board or such director c/o Corporate Secretary, BARK, Inc., 120 Broadway, 12th Floor, New York, NY 10271, or via email to investors@barkbox.com. The communication must include the stockholder’s name, address and an indication that the person is our stockholder. The Corporate Secretary will review any communications received from stockholders and will forward such properly made communications to the appropriate director or directors, or Board or committee of our Board, based on the subject matter.
STOCK OWNERSHIP BY DIRECTORS
Our Board believes that an ownership stake in the Company strengthens the alignment of interests between directors, on the one hand, and stockholders, on the other hand. Our Board strongly encourages our directors to own shares of the Company.
ENVIRONMENTAL, SOCIAL, GOVERNANCE (“ESG”) OVERSIGHT
We are committed to conducting business in an environmentally sustainable and socially responsible manner, and to managing the risks and opportunities that arise from ESG issues. We believe that operating in a socially responsible and sustainable manner will drive long-term value creation for our company and our stockholders.
Our Corporate Governance Committee is responsible for overseeing our ESG processes, policies, and performance, and making recommendations regarding our ESG processes, policies, and performance to the full Board. To satisfy these oversight responsibilities, the Corporate Governance Committee receives regular updates from management on progress and strategy.
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CORPORATE GOVERNANCE | |||||
OUR PEOPLE AND CULTURE
The Team
As dog people, our employees joined the company because they are aligned with our mission to make all dogs happy. The work we are doing is inherently joyful, optimistic, and humorous because our primary customers, dogs, possess all of those characteristics. To that end, our company culture is centered around service, kindness, and a high level of ambition to serve all dogs and their humans.
At the end of fiscal 2023, we employed approximately 900 full-time and part-time employees, with 511 employees based in the U.S. and 384 employees based in the Philippines. Our employee population includes approximately 488 Bark Happy Ambassadors and their leadership, 95 engineers, data scientists, and technology staff, 66 designers and creative team members, 101 operations and fulfillment center employees, and 149 marketing, general, and administrative employees. As of March 31, 2023, 67% of our employees, 31% of our management team, and 33% of our Board identified as female or nonbinary.
Employee Engagement
Team communication is frequent and direct, allowing for a high level of transparency and feedback. We engage with employees through monthly pulse surveys to measure employee engagement, receive feedback, and respond to employee concerns effectively. We leverage these data points to continuously evolve our policies and practices to meet employee needs and align with our team values. Though most of the team has worked remotely since March 2020, we currently use our offices in New York, New York and Columbus, Ohio for regular team collaboration, all hands meetings, workshops and more.
Diversity, Equity and Inclusion
We recognize that people, like dogs, should be celebrated for their differences and the diverse life experiences they bring to work each day. We advocate for and celebrate a culture of inclusiveness for all people regardless of race, gender, sexual orientation, family status, religion, ethnicity, national origin, physical ability, veteran status, age, or love of cats as we work toward one common goal: to make every single dog as happy as they make us. We do this by focusing on four key areas:
•Diversity Sourcing & Recruitment: Promote an inclusive approach to hiring diverse talent by focusing on the equity of recruiting processes in addition to sourcing pools.
•Continuous Learning & Communication: Make diversity and inclusion everyone’s responsibility by providing training and educational opportunities.
•Employee Resource Groups: Provide employees with opportunities and resources to build a shared, supportive community while also advancing the team’s Diversity Equity and Inclusion mission.
•Accountability: Ensure accountability while committing to focus on retention, advancement, and equity.
We are committed to paying employees fairly for their work. Our Total Rewards team determines and regularly reviews all compensation based on a leveling and benchmarking system guided by market insights from third-party experts and tools. On a quarterly basis, we review all grants of equity for parity across gender and race to ensure that we are taking a consistent approach to compensation for all team members based on market data, role, and level.
Health, Safety and Wellness
We are committed to ensuring the health and safety of all employees and require compliance with all applicable local laws and regulations governing working conditions, working hours, fair wages, and compensation.
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CORPORATE GOVERNANCE | |||||
Succession Planning
Succession planning is another critical human capital issue. As part of the annual executive officer evaluation process, the Compensation Committee works with our Chief Executive Officer to plan for the succession of the Chief Executive Officer and other senior executive officers, as well as to develop plans for interim or emergency succession for the Chief Executive Officer and other senior executive officers in the event of retirement or an unexpected occurrence. Management succession planning may be reviewed more frequently by the Board as it deems appropriate.
EVALUATIONS OF THE BOARD, COMMITTEES, AND DIRECTORS
The Board evaluates its performance and the performance of its committees and individual directors on an annual basis through an evaluation process administered by our Corporate Governance Committee. The Board discusses each evaluation to determine what, if any, actions should be taken to improve the effectiveness of the Board, any committee thereof or of the directors.
CODE OF ETHICS AND BUSINESS CONDUCT
Our Board has adopted a code of ethics and business conduct (the “Code of Conduct”), which establishes the standards of ethical conduct applicable to all of our directors, officers, employees and senior financial officers. A copy of our Code of Conduct is posted on our investor website at https://investors.bark.co. In addition, we intend to post on our investor website all disclosures that are required by law or the NYSE listing standards concerning any amendments to, or waivers from, any provision of the Code of Conduct.
ROLE OF THE BOARD IN RISK OVERSIGHT
One of the key functions of our Board is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure. Our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our external audit function. Our Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.
Cybersecurity
We are committed to respecting and protecting the privacy of our customers. We recognize that our customers have a legitimate expectation of privacy when they do business with us. We deploy considerable resources to protect customer data and privacy because our business depends on our customers’ trust.
We do not sell customer data. Our revenue comes from the sale of goods and services, not our customers’ information or advertising. We recognize that there is a cost and risk associated with every piece of data our customers entrust us with, so we take measures to minimize what is collected to only what we need to provide a great experience and meet our legal and regulatory requirements. Our privacy policy details what data we collect on our website and apps and how we use that data which is designed to be in compliance with the California Consumer Privacy Act, as amended by the California Privacy Rights Act, and the General Data Protection Regulation.
Our security and privacy protocols integrate technical, administrative, and physical access control measures to protect the confidentiality and integrity of customer and company data. We employ privacy and data protection policies and procedures internally and with our third-party vendors and service providers to govern the collection, storage, access, use, and disclosure of information. We review our security plans and strategies as threats and conditions evolve. The Audit Committee provides oversight and engages regularly with our Chief Technology Officer regarding cybersecurity issues and risk management.
CLASSIFIED BOARD OF DIRECTORS
Our Board is divided into three classes of directors that serve staggered three-year terms. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring. As a result, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms.
Each director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation or removal. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws authorize only our Board to fill
BARK 2023 Proxy Statement | 13 | ||||
CORPORATE GOVERNANCE | |||||
vacancies on our Board. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.
The Board believes that a classified board structure promotes board continuity and stability, encourages directors to take a long-term perspective, and reduces our vulnerability to coercive takeover tactics.
DIRECTOR INDEPENDENCE
Our common stock is listed on the NYSE. Under the NYSE rules, independent directors must comprise a majority of a listed company’s board of directors. In addition, NYSE requires that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Under NYSE rules, a director will only qualify as an “independent director” if, that company’s board of directors affirmatively determines that director has no material relationship with the listed company (either directly or indirectly) other than as a Board or committee member in addition to other bright-line requirements set forth in the NYSE listed company manual.
Additionally, compensation committee members must not have a relationship with us that is material to the director’s ability to be independent from management in connection with the duties of a compensation committee member.
Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries.
Our Board has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our Board has determined that, with the exception of Mr. Meeker and Mr. Werdelin, each member of our Board is an “independent director” as defined under the applicable rules and regulations of the SEC and the NYSE rules. In making these determinations, our Board reviewed and discussed information provided by the directors and by us with regard to each director’s business and personal activities and relationships as they may relate to us and our management, including the beneficial ownership of our common stock by each non-employee director and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.”
PROHIBITION ON HEDGING AND PLEDGING OF COMPANY SECURITIES
We have an insider trading policy that prohibits officers, directors and employees from engaging in hedging transactions, such as the purchase or sale of puts or calls, or the use of any other derivative instruments. Officers, directors and employees of the Company are also prohibited from holding our securities in a margin account or pledging our securities as collateral for a loan without the approval of the Board.
14 | 2023 Proxy Statement BARK | ||||
| 02 | |||||||||||
PROPOSAL TWO RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2024 |  | ||||||||||
Our Board and the Audit Committee are asking our stockholders to ratify the appointment by the Audit Committee of Deloitte & Touche LLP (“Deloitte”), as the independent public accounting firm to conduct the audit of our financial statements for the fiscal year ending March 31, 2024. Stockholder ratification of such selection is not required by our Amended and Restated Bylaws or any other applicable legal requirement. However, our Board is submitting the selection of Deloitte to our stockholders for ratification as a matter of good corporate governance.
The affirmative vote of the holders of shares of stock having a majority in voting power of the votes cast by the holders of all the shares of stock represented at the Annual Meeting in person or by proxy and entitled to vote thereon will be required to ratify the selection of Deloitte.
In the event our stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to continue to retain Deloitte for the fiscal year ending March 31, 2024. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change should be made.
A representative of Deloitte is expected to be present at the Annual Meeting and will have the opportunity to make a statement if he or she desires to do so and is expected to be available to respond to appropriate stockholder questions.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following is a summary of fees paid or to be paid to Deloitte, for services rendered for the fiscal years ended March 31, 2023 and 2022. Deloitte has been our independent registered public accounting since 2015.
2023 ($) | 2022 ($) | |||||||
Audit fees(1) | 2,196,064 | 1,944,797 | ||||||
Audit-related fees(2) | — | — | ||||||
Tax fees(2) | — | — | ||||||
All other fees(2) | — | — | ||||||
Total | 2,196,064 | 1,944,797 | ||||||
(1)Audit fees consist of fees billed for professional services rendered for the audit of the Company’s financial statements and services that are normally provided by Deloitte in connection with regulatory filings. The aggregate fees billed by Deloitte for professional services rendered in connection with the audit of the Company’s financial statements for the fiscal years ended March 31, 2023 and 2022 totaled approximately $2.2 million and $1.9 million, respectively. The above amount includes interim procedures and audit fees, as well as attendance at Audit Committee meetings.
(2)During the fiscal periods ended March 31, 2023 and 2022, there were no fees billed for products and services provided by the Company’s independent registered public accounting firm other than those set forth above.
DETERMINATION OF INDEPENDENCE
In considering the nature of the services provided by our independent registered public accounting firm, the Audit Committee determined that such services are compatible with the provision of independent audit services. The Audit Committee discussed these services with our independent registered public accounting firm and our management to determine that they are permitted under the rules and regulations concerning auditor independence.
Additional information concerning the Audit Committee and its activities can be found in the following sections of this Proxy Statement: “Board Committees – Audit Committee” and “Report of the Audit Committee.”
BARK 2023 Proxy Statement | 15 | ||||
PROPOSAL TWO | |||||
PRE-APPROVAL POLICY
According to policies adopted by the Audit Committee and ratified by our Board, to ensure compliance with the SEC’s rules regarding auditor independence, all audit and non-audit services to be provided by our independent registered public accounting firm must be pre-approved by the Audit Committee. The Audit Committee has established a general pre-approval policy for certain audit and non-audit services, up to a specified amount for each identified service that may be provided by the independent auditors.
The Audit Committee approved all services provided by Deloitte during the years ended March 31, 2023 and 2022. The Audit Committee has considered the nature and amount of the fees billed by Deloitte and believes the services provided by Deloitte are compatible with maintaining Deloitte’s independence.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee oversees our independent registered public accounting firm and assists our Board in fulfilling its oversight responsibilities on matters relating to the integrity of our financial statements, our compliance with legal and regulatory requirements and the independent registered public accounting firm’s qualifications and independence by meeting regularly with the independent registered public accounting firm and financial management personnel. Management is responsible for the preparation, presentation and integrity of our financial statements.
In fulfilling its oversight responsibilities, the Audit Committee:
•reviewed and discussed our financial statements as of and for the fiscal year ended March 31, 2023 with management and Deloitte;
•discussed with Deloitte the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC;
•received the written disclosures and the letter from Deloitte required by the applicable requirements of the Public Company Accounting Oversight Board; and
•discussed with Deloitte their independence.
Based on its review and discussions noted above, the Audit Committee recommended to our Board, and our Board approved, that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023 for filing with the SEC. The Audit Committee also appointed Deloitte as our independent registered public accounting firm for fiscal year ending March 31, 2024.
| Submitted by the Audit Committee of our Board: | ||||||||
Jim McGinty, Chair David Kamenetzky Betsy McLaughlin | ||||||||
RECOMMENDATION OF OUR BOARD AND AUDIT COMMITTEE
OUR BOARD AND OUR AUDIT COMMITTEE UNANIMOUSLY RECOMMEND THAT OUR STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2024.
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| 03 | PROPOSAL THREE ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | |||||||
In accordance with SEC rules, we are providing our stockholders with the opportunity to approve, on an advisory basis, the compensation of our named executive officers, as described in this Proxy Statement.
As discussed in the Compensation Discussion and Analysis, the Compensation Committee of the Board is committed to an executive compensation program that is aligned with our business goals, culture, and stockholder interests. We believe a competitive compensation program that is highly performance-based is key to delivering long-term stockholder returns.
This proposal, commonly referred to as the “say-on-pay” vote, gives our stockholders the opportunity to express their views on the compensation of our named executive officers. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and our executive compensation philosophy, objectives and program, as described in this Proxy Statement. Accordingly, we ask our stockholders to approve the compensation of our named executive officers as disclosed in this Proxy Statement, including in the Compensation Discussion and Analysis, the compensation tables and the related narrative disclosure, by casting a non-binding advisory vote “FOR” the following resolution:
“RESOLVED, that the stockholders of BARK, Inc. approve, on a non-binding advisory basis, the compensation paid to the named executive officers, as disclosed in the Proxy Statement for the 2023 Annual Meeting, including in the Compensation Discussion and Analysis, compensation tables and narrative discussion.”
The affirmative vote of the holders of shares of stock having a majority in voting power of the votes cast by the holders of all the shares of stock represented at the Annual Meeting in person or by proxy and entitled to vote thereon will be required to approve, on an advisory basis, the compensation of our named executive officers.
As this is an advisory vote, the result will not be binding on our Board or Compensation Committee. However, the say-on-pay vote will provide us with important feedback from our stockholders about our executive compensation philosophy, objectives and program. Our Board and Compensation Committee value the opinions of our stockholders and expect to take into account the outcome of the vote when considering future executive compensation decisions and evaluating our executive compensation program.
RECOMMENDATION OF OUR BOARD
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL
 | |||||
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| 04 | PROPOSAL FOUR APPROVAL OF AMENDMENT TO OUR CERTIFICATE OF INCORPORATION | |||||||
The State of Delaware, which is the Company’s state of incorporation, recently amended Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) to authorize exculpation of officers of Delaware corporations. This protection has long been afforded to directors - our Amended and Restated Certificate of Incorporation currently provides for the Company to limit the monetary liability of directors in certain circumstances pursuant to and consistent with the DGCL. The recent DGCL amendments extend the opportunity for Delaware corporations to exculpate their officers, in addition to their directors, for personal liability for breach of the duty of care in certain circumstances. This provision would only permit exculpation for direct claims, as opposed to derivative claims made by stockholders on behalf of the Company, and would not exculpate officers from liability for breach of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. The rationale for limiting the scope of liability is to strike a balance between stockholders’ interest in accountability and their interest in the Company being able to attract and retain quality officers to work on its behalf.
The Board believes it is necessary to provide protection to officers to the fullest extent permitted by law in order to attract and retain top talent.
Accordingly, the Board believes that the proposal to adopt provisions extending exculpation to officers is fair and in the best interests of the Company and its stockholders.
The proposal would add a new Article Fourteen to our Amended and Restated Certificate of Incorporation to read in its entirety as follows:
FOURTEENTH: To the fullest extent permitted by the DGCL as it now exists and as it may hereafter be amended, no officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as an officer. If the DGCL is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of officers, then the liability of an officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. No amendment, modification or repeal of this Article FOURTEENTH shall apply to or have any adverse effect on any right or protection of, or any limitation of the liability of, an officer of the Corporation with respect to actions or omissions occurring prior to the time of such amendment, modification or repeal.
This description of the proposed amendment to the Amended and Restated Certificate of Incorporation is a summary and is qualified in its entirety by the Certificate of Amendment to our Amended and Restated Certificate of Incorporation, which is attached to this Proxy Statement as Exhibit A and reflects the proposed changes described above. If this Proposal 4 is approved, we intend to file the Certificate of Amendment to our Amended and Restated Certificate of Incorporation, reflecting the approved new provision, with the Delaware Secretary of State as soon as practicable following the Annual Meeting.
The affirmative vote of the holders of at least a majority in voting power of the outstanding shares of stock entitled to vote thereon, voting together as a single class, will be required to approve the proposed amendment to the Amended and Restated Certificate of Incorporation to adopt a provision allowing for the exculpation of certain officers.
RECOMMENDATION OF OUR BOARD
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL
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INFORMATION ABOUT OUR EXECUTIVE OFFICERS | ||
The following table sets forth information with respect to our executive officers as of the date of this Proxy Statement:
Name | Age | Position(s) | ||||||
Matt Meeker | 49 | Chief Executive Officer and Chair | ||||||
Zahir Ibrahim | 53 | Chief Financial Officer | ||||||
Allison Koehler | 55 | General Counsel and Secretary | ||||||
Nari Sitaraman | 50 | Chief Technology Officer | ||||||
 | |||||
Additional biographical descriptions of the executive officers are set forth in the text below. A description of the business experience of Matt Meeker is provided above under the section “Information About Our Directors - Class B Directors”.
Zahir Ibrahim has served as the Company’s Chief Financial Officer since January 2023. Prior to joining BARK, Mr. Ibrahim served as Chief Financial Officer (CFO) and Chief Accounting Officer of Do Good Foods, LLC, a company that upcycles grocery surplus into animal feed, from September 2021 to December 2022, and he served as Executive Vice President (EVP) CFO of KIND, LLC, a snack food company, from June 2015 to September 2021. Prior to that, he served as EVP CFO at Annie’s, Inc., an organic food supplier, (NYSE:BNNY) from November 2013 to May 2015. From 2007 to 2013, Mr. Ibrahim worked at Molson Coors Brewing Company, a drink and brewing company, (NYSE:TAP) including serving as Vice President Corporate Controller from 2011 to 2013.
Allison Koehler has served as the Company’s General Counsel since December 2021. Prior to joining BARK, Ms. Koehler served as Vice President, Deputy General Counsel and Assistant Secretary at The RealReal, Inc. (NASDAQ:REAL), a luxury consignment company, from February 2020 to December 2021. Prior to that, she served as Vice President and Deputy General Counsel at AppLovin Corporation, a games company. Ms. Koehler also held various roles at eBay Inc., an e-commerce company, (NASDAQ:EBAY) for Global M&A, Securities and Corporate Governance from 2013 to 2019, most recently as Associate General Counsel from 2017 to 2019.
Nari Sitaraman has served as the Company’s Chief Technology Officer since July 2021. Prior to joining BARK, Mr. Sitaraman served as the Chief Technology Officer at Crate & Barrel, a home decor retailer, from August 2018 to July 2021. Prior to that, he served as the Chief Technology Officer at The Shade Store, a window treatment retailer, from December 2014 to August 2018.
BARK 2023 Proxy Statement | 19 | ||||
EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS | ||
The following Compensation Discussion and Analysis describes our compensation program relating to our named executive officers for the fiscal year ended March 31, 2023. The compensation program put in place prior to the closing of the June 2021 acquisition of Barkbox, Inc. by Northern Star Acquisition Corp., a publicly traded special purpose acquisition company (the "Business Combination") reflects our startup origins in that it consisted primarily of salary and bonuses, as well as awards of stock options and restricted stock. We expect that our executive compensation programs will continue to evolve to reflect our status as a more mature, publicly-traded company, while still supporting our overall business and compensation objectives.
For our fiscal year ended March 31, 2023, our named executive officers were:
•Matt Meeker, Chief Executive Officer •Zahir Ibrahim, Chief Financial Officer •Allison Koehler, General Counsel and Secretary •Nari Sitaraman, Chief Technology Officer |  | ||||||||||
When we refer to named executive officers ("NEOs"), we are referring to the Company’s NEOs who remained with the Company as of March 31, 2023: Mr. Meeker, Mr. Ibrahim, Ms. Koehler and Mr. Sitaraman.
Certain executive officers who departed the Company during fiscal year 2023 are also deemed NEOs under SEC executive compensation disclosure rules. For the sake of clarity, we have created a separate section, “Compensation Decisions for Former NEOs” to describe the compensation decisions made with respect to these former executive officers. This section provides information regarding the compensation decisions related to these former executive officers:
•Cindy Gustafson, former Chief Marketing Officer
•Rustin Richburg, former Chief People Officer
•Howard Yeaton, former Interim Chief Financial Officer
ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM
For fiscal year 2023, the principal elements of the compensation program for our NEOs were base salary and incentive compensation delivered in the form of an annual cash incentive opportunity, restricted stock units (“RSUs”), and stock options. Our executive compensation program is designed to drive sustained meaningful profitable growth and stockholder value creation.
Base Salary
Base salary is set at a level intended to be commensurate with the NEO’s duties and authorities, contributions, and prior experience. The relative levels of base salary for our NEOs are established after considering market-competitive levels, individual performance, and, in the case of new hires, the compensation they received at their predecessor companies.
Annual Cash Incentives
The NEO’s annual cash incentive opportunity is set at a level designed to be commensurate with the NEO’s duties and authorities, contributions, prior experience, and, in the case of new hires, the compensation they received at their predecessor companies. Annual cash incentive compensation is paid to executives through our annual cash incentive program and is designed to support our pay-for-performance philosophy. This annual cash incentive compensation is designed to motivate and reward executives based on their achievement of performance targets established by the Compensation Committee for the fiscal year.
The Compensation Committee established incentive targets for the annual cash incentive program based on achieving threshold, target, and maximum amounts for adjusted EBITDA. The payout amounts for the various performance targets were set as follows: 50% payout for threshold performance; 75% payout for target performance; and 100% payout for performance at or above the maximum performance level. The threshold performance must be met for any payout under our annual cash incentive program.
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EXECUTIVE COMPENSATION | |||||
Long-term Equity Incentives
We deliver our long-term incentives entirely in the form of equity awards to further align the interests of our NEOs with our stockholders and to further motivate our leadership team on execution of our long-term performance goals. The grant levels of the long-term incentive awards are also set at a level that is intended to be commensurate with the NEO’s duties and authorities, contributions, prior experience, and, in the case of new hires, the compensation they received at their predecessor companies. A significant portion of total compensation for each NEO is provided in the form of equity awards with a multi-year vesting period and the value of which fluctuates directly with our stock price performance. Historically, long-term equity incentives were provided in the form of stock options. Following the Business Combination, long-term equity incentive grants to NEOs included both stock options and RSUs and, in the case of fiscal 2023, performance-vesting stock options granted to our CEO. The Compensation Committee views stock options to be performance-based, as the stock option will have no value unless the Company’s stock price appreciates from the date of grant.
Other Benefits and Perquisites
We provide benefits to our NEOs on the same basis as provided to all of our employees, including health, dental and vision insurance, pet insurance, life insurance, accidental death and dismemberment insurance, short- and long-term disability insurance, and a Section 401(k) retirement plan. Our perquisites for executives are limited to relocation benefits negotiated on a case-by-case basis.
COMPENSATION DECISIONS FOR FISCAL YEAR 2023
Base Salary
The following table sets forth the base salaries for our NEOs for fiscal year 2023:
| Named Executive Officer | Base Salary FY22 ($) | Base Salary FY23 ($) | |||||||||
Matt Meeker(1) | 375,000 | 525,000 | |||||||||
Zahir Ibrahim(2) | — | 525,000 | |||||||||
| Allison Koehler | 320,000 | 330,000 | |||||||||
Nari Sitaraman(3) | 375,000 | 425,000 | |||||||||
(1)Mr. Meeker resumed the role of Chief Executive Officer in January 2022 and his base salary for fiscal year 2023 was increased based on the change in role to Chief Executive Officer and a review of competitive market data and our historical compensation practices.
(2)Mr. Ibrahim commenced employment with the Company on January 3, 2023 and his base salary was established based on a review of competitive market data, our historical compensation practices, and the compensation received by Mr. Ibrahim at his predecessor company.
(3)Mr. Sitaraman's base salary for fiscal year 2023 was increased based on a review of competitive market data for the Chief Technology Officer role.
BARK 2023 Proxy Statement | 21 | ||||
EXECUTIVE COMPENSATION | |||||
Annual Cash Incentives
Under the fiscal year 2023 annual cash incentive plan, the Compensation Committee established adjusted EBITDA as the sole performance metric for determining payouts in order to focus management on the path to profitability. The threshold adjusted EBITDA performance goal to receive a payout under the annual cash incentive program was negative $29.5 million. For purposes of the annual cash incentive program, adjusted EBITDA is defined as net income (loss), adjusted to exclude: (1) interest expense; (2) depreciation and amortization; (3) stock-based compensation expense; (4) change in fair value of warrants and derivatives; (5) sales and use tax expense; (6) restructuring charges related to reduction in force payments; (7) executive transition costs; (8) duplicative rent expense incurred during the relocation of our corporate headquarters; (9) impairment of assets; (10) transaction costs; (11) demurrage fees related to freight; and (12) other one-time items not viewed as indicative of our day-to-day performance.
For fiscal year 2023, the Compensation Committee established the following maximum incentive opportunities for each of the NEOs, with the incentive opportunities established for our NEOs based on the competitive market. As noted above, the payout amounts for the various performance targets were set as follows: 50% payout for threshold performance; 75% payout for target performance; and 100% payout for performance at or above the maximum performance level. Pursuant to the terms of his offer letter, Mr. Ibrahim was eligible for an annual cash incentive payment equal to 75% of his maximum incentive opportunity.
| Named Executive Officer | Maximum Incentive (%) | Maximum Incentive Payout ($) | |||||||||
Matt Meeker(1) | 100 | 525,000 | |||||||||
Zahir Ibrahim(2) | 75 | 295,312 | |||||||||
Allison Koehler | 40 | 132,000 | |||||||||
Nari Sitaraman(3) | 50 | 212,500 | |||||||||
(1)Mr. Meeker resumed the role of Chief Executive Officer in January 2022 and his maximum incentive opportunity for fiscal year 2023 was increased based on the change in role to Chief Executive Officer, a review of competitive market data, and our historical compensation practices.
(2)Mr. Ibrahim commenced employment with the Company on January 3, 2023 and his maximum incentive opportunity was established based on a review of competitive market data, our historical compensation practices, and the compensation received by Mr. Ibrahim at his predecessor company.
(3)Mr. Sitaraman's maximum incentive opportunity for fiscal year 2023 was increased based on a review of competitive market data for the Chief Technology Officer role.
We did not achieve the threshold performance goal for adjusted EBITDA for fiscal year 2023 and, accordingly, none of our NEOs received an annual cash incentive for fiscal year 2023. In addition, although Mr. Ibrahim was entitled to receive an annual cash incentive payment equal to 75% of his incentive opportunity, Mr. Ibrahim elected to waive his fiscal year 2023 bonus entitlement. In accordance with SEC disclosure rules, because Mr. Ibrahim’s bonus was awarded prior to his waiver of the bonus, the Fiscal 2023 Summary Compensation Table includes Mr. Ibrahim’s waived fiscal year 2023 bonus amount in the “Bonus” column.
Other Bonuses
In fiscal year 2023, certain of our NEOs received bonuses as follows:
•Pursuant to the terms of his January 2023 offer letter, which included a sign on bonus of $1,000,000 paid in quarterly installments, Mr. Ibrahim received a bonus payment of $250,000, with the remaining sign on bonus to be paid to Mr. Ibrahim in fiscal year 2024 based on his continued service through each of the payment dates.
•Pursuant to the terms of her December 2021 offer letter, which included a sign on bonus of $85,000 paid in two semi-annual installments, Ms. Koehler received the second $42,500 installment of her bonus payment in fiscal year 2023.
Long-term Equity Incentives
The following table sets forth the grant date fair value of awards of RSUs and stock options, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“ASC 718”), granted to our NEOs in fiscal year 2023 as well as the new hire awards to Mr. Ibrahim in fiscal year 2023. The grant levels were determined based on the competitive market and our historical compensation practices. Each of the NEOs received an equity grant in fiscal 2023 other than Ms. Koehler due to the timing of her commencement of employment in the third quarter of the Company's fiscal year 2022.
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EXECUTIVE COMPENSATION | |||||
| Named Executive Officer | Stock Options ($) | RSUs ($) | |||||||||
Matt Meeker | 708,561 | — | |||||||||
Zahir Ibrahim | 953,250(1) | 1,432,500(1) | |||||||||
Allison Koehler | — | — | |||||||||
Nari Sitaraman | 376,822(1) | 1,725,000(1)(2) | |||||||||
(1)These options and RSUs, as applicable, vest 25% on the first anniversary of the date of grant, and then in substantially equal quarterly amounts over the remaining three years.
(2)Mr. Sitaraman received a retention RSU grant in the amount of $517,500 that was scheduled to vest over three years, with one-third of the RSUs vesting monthly in year one and the remaining amount scheduled to vest in substantially equal quarterly amounts over the remaining two years.This award was granted as a retention device in recognition of Mr. Sitaraman's equity holdings at the time and the impact of the decrease in the price of the Company's common stock on his equity award holdings.
In order to further align Mr. Meeker’s interests with those of our stockholders and to incentivize actions that support the creation of stockholder value, on April 15, 2022, Mr. Meeker was granted a market condition performance option award for the purchase of up to 600,000 shares of the Company’s common stock. Options under this market-based award will vest based on achievement of stock price targets of the Company's common stock. The right to purchase 200,000 shares of common stock under the options vests when the stock price meets or exceeds $8.00 per share for 30 consecutive days, the right to purchase 200,000 shares of common stock under the options vest when the stock price meets or exceeds $12.00 per share for 30 consecutive days, and the right to purchase 200,000 shares of common stock under the options vests when the stock price meets or exceeds $16.00 per share for 30 consecutive days. These market-based conditions must be met in order for this option award to vest, and it is therefore possible that no awards would ultimately vest.
Other Benefits and Perquisites
Our NEOs participate in our corporate-wide benefit programs and are offered benefits that generally are commensurate with the benefits provided to all of our full-time employees, which includes participation in our qualified defined contribution plan.
COMPENSATION DECISIONS FOR FORMER NEOS
Ms. Gustafson
Ms. Gustafson resigned as Chief Marketing Officer in February 2023. Ms. Gustafson did not receive any payment in connection with her resignation.
For fiscal year 2023, Ms. Gustafson’s base salary was established at $400,000, and her target incentive bonus opportunity was set at 50% of her base salary. In connection with the commencement of her employment with the Company, Ms. Gustafson received a sign-on bonus of $125,000 and an initial equity grant on August 8, 2022 of 303,030 RSUs and 303,030 stock options, which she forfeited in connection with her resignation.
Mr. Richburg
Mr. Richburg resigned as Chief People Officer in May 2022. Mr. Richburg did not receive any payment in connection with his resignation.
For fiscal year 2023, Mr. Richburg's base salary was increased from $325,000 to $350,000 on April 4, 2022 and he received an equity grant on April 11, 2022 of RSUs with a grant date fair value of $345,000 and stock options with a grant date fair value of $427,620, each of which was forfeited in connection with his resignation. Mr. Richburg also received a retention RSU grant with a grant date fair value of $517,500 that was scheduled to vest over three years, with one-third of the RSUs vesting monthly in year one and the remaining amount vesting in substantially equal quarterly amounts over the remaining two years. Mr. Richburg received this retention RSU grant as an inducement for him to remain with the Company and in recognition of Mr. Richburg's current equity holdings and the impact of the decrease in the price of the Company's common stock on his equity holdings. At the time of his separation, this grant had partially vested based on his service during the year in accordance with the terms of the award agreement.
Mr. Yeaton
Mr. Yeaton resigned as Interim Chief Financial Officer in January 2023. Mr. Yeaton did not receive any payment in connection with his resignation.
In connection with Mr. Yeaton’s resignation, we entered into a consulting agreement with Mr. Yeaton (the “Consulting Agreement”), effective as of January 3, 2023, which provided for CFO transition support services in exchange for a $40,000 payment. We also entered into an advisor agreement with Mr. Yeaton (the “Advisor Agreement”), effective as of February 8, 2023, pursuant to which Mr.
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EXECUTIVE COMPENSATION | |||||
Yeaton provided certain ongoing advisory services to the Company until March 31, 2023. In exchange for the services under the Advisor Agreement, Mr. Yeaton received a $50,000 payment.
For fiscal year 2023, Mr. Yeaton’s base salary was $360,000 per annum and he received an equity grant of RSUs on April 11, 2022 with a grant date fair value of $172,500, which vested in July 2022 in accordance with the terms of the award agreement.
OUR COMPENSATION PROCESS
Role of the Compensation Committee
The Compensation Committee meets regularly with management, and in executive session without members of management present, to make decisions regarding our executive compensation programs and the compensation of our Chief Executive Officer and other executives. In making executive compensation decisions, the Compensation Committee reviews a variety of market data and information, including peer group and relevant industry information. The Chair of the Compensation Committee regularly reports on the committee’s actions to our Board.
The Compensation Committee’s responsibilities include the following:
•reviewing and making recommendations to the Board regarding the director compensation program and compensation of the Chief Executive Officer;
•approving overall compensation strategy;
•approving amounts and forms of executive compensation;
•approving goals and objectives to be considered in determining the compensation of the Chief Executive Officer and other executive officers;
•reviewing and approving annual and long-term incentive plans and benefit plans;
•reviewing and approving equity grants to employees; and
•approving on an annual basis, the compensation peer group.
Our Compensation Philosophy
Our compensation practices consist of the following, each of which the Compensation Committee believes reinforces our compensation objectives:
| Checklist of Compensation Practices | |||||||||||
| ü | Rigorous target setting process for incentive metrics to align pay outcomes with performance | û | We do not have excessive severance benefits | ||||||||
| ü | Double-trigger vesting for equity awards in the event of a change in control | û | No hedging or short sales and no pledging of our securities except in limited circumstances with approval | ||||||||
| ü | Provide no executive-specific perquisites other than limited relocation benefits | û | No tax gross ups related to change in control | ||||||||
| ü | Regularly assess the risk-reward balance of our compensation programs in order to mitigate risk | ||||||||||
Compensation is a key driver of attraction, engagement, and retention of employees at all levels and represents one of our largest controllable expenses. To support sound, equitable resource allocation decisions, and to comply with regulatory requirements, we have developed our compensation philosophy (the “Philosophy”), which articulates the principles used to guide our compensation program design and inform compensation decisions.
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EXECUTIVE COMPENSATION | |||||
| Principles | Approach | ||||||||||
| Alignment | u | Rewards designed to align to our business strategy, our mission and values, and our performance. | |||||||||
| Competitiveness | u | Our compensation programs are informed by external market data and trends and are designed to be appropriately competitive to allow us to attract, motivate, and retain top talent. | |||||||||
| Performance | u | Our compensation programs are designed to reward outstanding performance with compensation intended to be commensurate with performance. | |||||||||
| Relevance | u | Our compensation programs holistically consider and are designed to reflect our employees' needs and priorities and the reasons they join, stay, and give their all to BARK. | |||||||||
| Equity | u | Our compensation programs are designed to foster a culture of diversity, inclusion, and belonging, and support fair pay for all employees. | |||||||||
| Purpose | u | Each of our compensation programs has a specific purpose to meet a specific requirement in our total rewards portfolio. | |||||||||
Compensation Consultant
Although not retained directly by the Compensation Committee, Compensia served as an advisor to the Company and the Compensation Committee during fiscal year 2023.
During fiscal year 2023, Compensia provided advice to the Company and the Compensation Committee with respect to the following:
•current trends and best practices in compensation design and program alternatives;
•providing and discussing peer group and survey data for competitive comparisons and, based on this information, offering recommendations on NEO compensation, including the Chief Executive Officer and newly hired executives;
•offering recommendations, insights and perspectives on compensation-related matters; and
•assisting in designing executive compensation programs designed to be competitive and to align the interests of our executives with those of our stockholders.
Other than the executive compensation advisory services provided to management and the Compensation Committee, Compensia did not provide any services to the Company with respect to fiscal year 2023.
Role of Management
Our Chief Executive Officer is present at Compensation Committee meetings, except when the Compensation Committee is in executive session or when his own compensation is being discussed. With regard to executive compensation, our Chief Executive Officer provides his evaluation of each executive’s compensation to the Compensation Committee and makes recommendations with respect to base salary, annual cash incentives, and long-term equity incentives for each of his direct reports. These recommendations are made after considering the peer group, other relevant data, and each executive’s responsibilities and performance and his or her impact to the organization. This recommendation is considered by the Compensation Committee, which then makes its own decision regarding the compensation for each NEO.
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PEER GROUP
The Compensation Committee established a compensation peer group (the “Peer Group”) to be used in determining market competitiveness of our compensation programs.
To establish our Peer Group, the Compensation Committee evaluated the following considerations:
| Consideration | Selection Guidance | Rationale | ||||||
| Industry | Same as BARK (or related/adjacent) | Typically reflects potential labor market competition and jobs of similar scope | ||||||
| Revenue | ~0.5x to ~2.0x BARK | Revenue viewed as having the greatest correlation to cash compensation levels (holding other factors constant) | ||||||
| Market Capitalization | ~0.3x to ~3.0x BARK | Market capitalization viewed as having the greatest influence on equity compensation levels (holding other factors constant) | ||||||
| Qualitative Factors | Examples: market cap./revenue multiple, revenue growth, IPO timing, the business model | Focus on company alignment and business model to refine group to peers meeting other criteria | ||||||
Our compensation peer group for fiscal year 2023 is set forth below, which was the same peer group used to evaluate the Company's fiscal year 2022 executive compensation program.
| 2U | Etsy | Par Technology Corp | Stitch Fix | ||||||||
| Blue Nile | Eventbrite | Paylocity | Task Rabbit | ||||||||
| Cars.com | FarFetch | Rapid7 | Vroom | ||||||||
| Carvana | Liquidity Services | Rent The Runway | Warby Parker | ||||||||
| Casper Sleep | LivePerson | SeatGeek | Workiva | ||||||||
| ChannelAdvisor | Lyft | Shopify | Yext | ||||||||
| Cimpress | Minted | Shutterfly | Zappos | ||||||||
| Datadog | MongoDB | Shutterstock | Zazzle | ||||||||
For roles where our peer group data is limited, the Compensation Committee also reviewed an evenly weighted blend of our proxy Peer Group data and supplemental market data from Radford Global Compensation Database composed of participating peer companies and relevant industries.
26 | 2023 Proxy Statement BARK | ||||
EXECUTIVE COMPENSATION | |||||
SEVERANCE AND CHANGE IN CONTROL
In February 2022, the Compensation Committee approved the terms for a severance and change in control agreement (the "Severance and Change in Control Agreement") for our current NEOs, other than Mr. Meeker, as further described below. These terms are set forth in the following table and were determined after considering severance practices at our Peer Group and input from Compensia. We believe the benefits provided under the Severance and Change in Control Agreements are necessary to meet our objectives to:
•attract and retain top executive talent;
•ensure our executives remain objective and dedicated to the Company’s strategic objectives; and
•facilitate a smooth transition should a change in control occur.
| Component | Change in Control Termination Event(1) | ||||||||||
| Salary Benefit | Twelve (12) months salary continuation | ||||||||||
| Bonus | Target annual incentive bonus | ||||||||||
| Equity | Full vesting acceleration | ||||||||||
| Health Benefits | COBRA subsidy equal to duration of salary benefit | ||||||||||
(1)The change in control benefits are subject to a double trigger, meaning that both a change in control and a qualifying termination of employment must occur during three months prior to or within twelve months following such change in control. A qualifying termination of employment under the Severance and Change in Control Agreements means termination by the Company without cause or by the executive due to good reason.
| Component | Severance | ||||||||||
| Salary Benefit | Six (6) months salary continuation | ||||||||||
| Bonus | None | ||||||||||
| Equity | Six (6) months vesting acceleration | ||||||||||
| Health Benefits | COBRA subsidy equal to duration of salary benefit | ||||||||||
Mr. Meeker is not a party to a Severance and Change in Control Agreement and does not have any agreement in place entitling him to cash severance benefits. Mr. Meeker’s stock option agreement relating to his outstanding stock options contains a change in control provision, as described further below.
In connection with the commencement of his employment, Mr. Ibrahim entered into a Severance and Change in Control Agreement providing for the same benefits as described above, but with certain modifications which the Compensation Committee approved in connection with the negotiation of the terms of his offer letter and after considering the input of Compensia. In the event of an involuntary termination, Mr. Ibrahim will also receive: (i) a lump sum payment equal to his target annual incentive for the applicable year; (ii) to the extent unpaid, acceleration of his sign-on bonus; and (iii) depending on his period of service with the Company, accelerated vesting of his outstanding equity awards (24 months of acceleration for terminations prior to his one-year anniversary with the Company, 12 months of acceleration for terminations after his one-year anniversary but prior to his two-year anniversary with the Company and six months of acceleration for terminations after his second anniversary with the Company). In addition, in lieu of the benefits described above, in the event of an involuntary termination occurring six (6) months prior to, or eighteen (18) months after, a change in control, Mr. Ibrahim will receive: (i) a lump sum payment equal to two (2) times annual base salary plus the target annual bonus for the relevant fiscal year, (ii) to the extent unpaid, acceleration of the sign-on bonus; (iii) full acceleration of all outstanding equity awards; and (iv) twenty four (24) months continued health insurance coverage under COBRA.
NO HEDGING OR PLEDGING
The Company has a policy that prohibits officers and directors from engaging in hedging transactions, such as the purchase or sale of puts or calls, or the use of any other derivative instruments. Officers and directors of the Company are also prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan without the approval of the Company’s Compliance Officer.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the Company’s officers currently serves, and in the past year has not served, (i) as a member of the compensation committee or the board of directors of another entity, one of whose officers served on the Compensation Committee, or (ii) as a member of the compensation committee of another entity, one of whose officers served on the Board.
BARK 2023 Proxy Statement | 27 | ||||
EXECUTIVE COMPENSATION | |||||
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee has reviewed and discussed this CD&A with our management. Based on this review and discussion, the Compensation Committee recommended to our Board that the CD&A be included in this Proxy Statement, which will be incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended March 31, 2023.
The Compensation Committee Betsy McLaughlin (Chair) David Kamenetzky Michele Meyer |  | ||||||||||
28 | 2023 Proxy Statement BARK | ||||
EXECUTIVE COMPENSATION TABLES | ||
FISCAL YEAR 2023 SUMMARY COMPENSATION TABLE
The following table shows information regarding the compensation of our NEOs for services performed in fiscal 2023 and, to the extent required by SEC disclosure rules, fiscal years 2022 and 2021.
| Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||
Matt Meeker | 2023 | 519,231 | — | — | 708,561 | — | — | 1,227,792 | |||||||||||||||||||||
| Chief Executive Officer | 2022 | 375,000 | 57,692(5) | — | — | — | — | 432,692 | |||||||||||||||||||||
| 2021 | 355,769 | — | — | — | 89,063(6) | — | 444,832 | ||||||||||||||||||||||
Zahir Ibrahim(4) | 2023 | 109,038 | 545,312(5) | 1,432,500 | 953,250 | — | 130 | 3,040,230(6) | |||||||||||||||||||||
Chief Financial Officer | |||||||||||||||||||||||||||||
Allison Koehler | 2023 | 328,077 | 42,500(7) | —(8) | —(8) | — | — | 370,577 | |||||||||||||||||||||
General Counsel | 2022 | 94,769 | 194,363 | 843,751 | 102,864 | — | — | 1,235,747 | |||||||||||||||||||||
Nari Sitaraman | 2023 | 423,077 | — | 1,725,000 | 376,822 | 780 | 2,525,679 | ||||||||||||||||||||||
Chief Technology Officer | 2022 | 273,145 | 326,453 | 1,250,001 | 931,178 | 10,012 | 2,780,777 | ||||||||||||||||||||||
Cindy Gustafson(9) | 2023 | 206,154 | 125,000(10) | 660,605 | 378,456 | — | — | 1,370,215 | |||||||||||||||||||||
Former Chief Marketing Officer | |||||||||||||||||||||||||||||
Rustin Richburg(11) | 2023 | 66,731 | — | 862,500 | 427,620 | — | 130 | 1,356,981 | |||||||||||||||||||||
Former Chief People Officer | 2022 | 325,780 | — | — | — | — | 780 | 326,560 | |||||||||||||||||||||
Howard Yeaton(12) | 2023 | 290,769 | — | 172,500 | — | — | 90,000(13) | 553,269 | |||||||||||||||||||||
Former Interim Chief Financial Officer | 2022 | 124,615 | — | — | — | — | 21,290 | 145,905 | |||||||||||||||||||||
(1)Amounts reported in this column reflect the base salaries earned during the applicable year.
(2)Amounts reported in this column for fiscal year 2023 reflect the aggregate grant date fair value of RSUs awarded in fiscal year 2023 computed in accordance with ASC 718 based on the Company’s stock price on the date of grant. These amounts reflect our calculation of the value of these awards, and do not necessarily correspond to the actual value that may ultimately be realized by the NEOs.
(3)Amounts reported in this column for fiscal year 2023 reflect the aggregate grant date fair value of stock options awarded in fiscal year 2023, computed in accordance with ASC 718. In the case of Mr. Meeker, his performance option award is calculated based on the probable level of achievement of the underlying market-based vesting condition. Under ASC Topic 718, the vesting conditions related to Mr. Meeker’s performance option award are considered market conditions and not performance conditions. Accordingly, there is no grant date fair value below or in excess of the amount reflected in the table above for Mr. Meeker’s performance option award that could be calculated and disclosed based on achievement of the underlying market condition. The amounts reported in this column reflect our calculation of the value of these awards, and do not necessarily correspond to the actual value that may ultimately be realized by the NEOs. See footnote 8 —Stock-Based Compensation Plans to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023 for a discussion of the relevant assumptions used in calculating these amounts.
(4)Mr. Ibrahim commenced employment with the company on January 3, 2023.
(5)This amount includes the first of four quarterly installments of Mr. Ibrahim's $1,000,000 sign on bonus with the remaining three-quarters payable in fiscal year 2024, subject to Mr. Ibrahim’s continued employment. In addition, this amount includes $295,312 representing the guaranteed pro-rated annual incentive bonus that Mr. Ibrahim was eligible to receive pursuant to the terms of his offer letter. Although Mr. Ibrahim was entitled to receive
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an annual cash incentive payment equal to his pro-rated target incentive opportunity, Mr. Ibrahim elected to waive his fiscal year 2023 bonus entitlement. In accordance with SEC disclosure rules, because Mr. Ibrahim’s bonus was awarded prior to his waiver, his pro-rated annual incentive bonus is reflected in the “Bonus” column.
(6)As described in footnote (5), this amount includes the waived guaranteed annual incentive award Mr. Ibrahim was awarded pursuant to his offer letter. Excluding the waived annual incentive payment, Mr. Ibrahim's total compensation would equal $2,744,918.
(7)This amount consists of $42,500 for one-half of a $85,000 sign-on bonus, the first half of which was paid in fiscal year 2022.
(8)Due to the timing of her commencement of employment with the Company in December 2021, Ms. Koehler did not receive a fiscal year 2023 annual equity award.
(9)Ms. Gustafson terminated employment with the Company on February 18, 2023.
(10)This amount consists of $125,000 for one-half of a $250,000 sign-on bonus, the first half of which was paid in fiscal year 2023.
(11)Mr. Richburg terminated employment with the Company on May 31, 2023.
(12)Mr. Yeaton terminated employment with the Company on January 10, 2023.
(13)This amount represents $40,000 for consulting services payments and $50,000 for advisory services payments in fiscal year 2023.
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FISCAL YEAR 2023 GRANTS OF PLAN-BASED AWARDS TABLE
The following table provides information on plan-based awards made during fiscal year ended 2023 to our NEOs.
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Stock Options (#)(4) | Exercise of base price of Stock Option Awards ($/Sh)(5) | Grant Date Fair Value of Stock Options and RSUs ($)(6) | |||||||||||||||||||||||||||||||||
| Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||
| Matt Meeker | — | 262,500 | 393,750 | 525,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| 4/15/22 | — | — | — | 200,000 | 400,000 | 600,000 | — | — | 3.31 | 708,561 | ||||||||||||||||||||||||||||
| Zahir Ibrahim | 1/17/23 | — | — | — | — | — | — | 750,000 | — | — | 1,432,500 | |||||||||||||||||||||||||||
| 1/17/23 | — | — | — | — | — | — | — | 750,000 | 1.91 | 953,250 | ||||||||||||||||||||||||||||
| Allison Koehler | — | 66,000 | 99,000 | 132,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Nari Sitaraman | — | 106,250 | 159,375 | 212,500 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| 4/11/22 | — | — | — | — | — | — | 350,000 | — | — | 1,207,500 | ||||||||||||||||||||||||||||
| 4/11/22 | — | — | — | — | — | — | 150,000 | — | — | 517,500 | ||||||||||||||||||||||||||||
| 4/11/22 | — | — | — | — | — | — | — | 192,600 | 3.45 | 376,822 | ||||||||||||||||||||||||||||
| Cindy Gustafson | — | 100,000 | 150,000 | 200,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| 8/11/22 | — | — | — | — | — | — | 303,030 | — | — | 660,605 | ||||||||||||||||||||||||||||
| 8/11/22 | — | — | — | — | — | — | — | 303,030 | 2.18 | 378,456 | ||||||||||||||||||||||||||||
| Rustin Richburg | — | 87,500 | 131,250 | 175,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| 4/11/22 | — | — | — | — | — | — | 150,000 | — | — | 517,500 | ||||||||||||||||||||||||||||
| 4/11/22 | — | — | — | — | — | — | 100,000 | — | — | 345,000 | ||||||||||||||||||||||||||||
| 4/11/22 | — | — | — | — | — | — | — | 218,564 | 3.45 | 427,620 | ||||||||||||||||||||||||||||
| Howard Yeaton | 4/11/22 | — | — | — | — | — | — | 50,000 | — | — | 172,500 | |||||||||||||||||||||||||||
(1)Represents the threshold, target, and maximum bonus opportunities under the fiscal year 2023 annual cash incentive program. As noted in the Compensation Discussion and Analysis, the Company did not achieve the threshold performance goal and no bonus was paid out for fiscal year 2023. Pursuant to the terms of Mr. Ibrahim's offer letter, he was eligible for a guaranteed annual cash incentive payment, pro-rated for his service during the year, and thus is excluded from this table.
(2)The amounts reported in these columns represent the performance-based option award granted to Mr. Meeker under the 2021 Equity Incentive Plan. On April 15, 2022, Mr. Meeker was granted a market condition performance option award for the purchase of up to 600,000 shares of the Company’s common stock. Options under this market-based award will vest based on achievement of stock price targets of the Company's common stock. The right to purchase 200,000 shares of common stock under the options vests when the stock price meets or exceeds $8.00 per share for 30 consecutive days, the right to purchase 200,000 shares of common stock under the options vest when the stock price meets or exceeds $12.00 per share for 30 consecutive days, and the right to purchase 200,000 shares of common stock under the options vests when the stock price meets or exceeds $16.00 per share for 30 consecutive days, in each case, subject to his continued employment through the vesting date. In order to vest, the vesting conditions must be achieved on or prior to the 10-year expiration date.
(3)Except as noted below, each RSU award was granted under our 2021 Equity Incentive Plan, with each RSU award vesting 25% on the first anniversary of the vesting commencement date and in 12 equal installments on a quarterly basis thereafter. Mr. Ibrahim's vesting commencement date was January 10, 2023. Mr. Sitaraman’s vesting commencement date was April 10, 2022, with Mr. Sitaraman’s retention RSU award for 150,000 RSUs vesting over a three year period, with the first year vesting monthly and then quarterly vesting for the remaining two years thereafter.
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Mr. Richburg’s vesting commencement date was April 10, 2022, with Mr. Richburg's retention RSU award for 150,000 RSUs vesting over a three year period, with the first year vesting monthly and then quarterly vesting for the remaining two years thereafter. Ms. Gustafson’s vesting commencement date was May 10, 2022. Mr. Yeaton’s RSU award vested in full 90 days after the date of grant. Vesting will occur only if the NEO is continuously employed by the Company on the applicable vesting date, except a portion of the RSU award may vest in cases involving termination without cause or resignation for good reason following a change in control. See “Executive Compensation—Fiscal Year 2023 Potential Payments Upon Termination, Change in Control and Death or Disability.”
(4)Each option award was granted under our 2021 Equity Incentive Plan, with each option award vesting 25% on the first anniversary of the vesting commencement date and in 12 equal installments on a quarterly basis thereafter. Mr. Ibrahim's vesting commencement date was January 10, 2023. Mr. Sitaraman’s vesting commencement date was April 10, 2022. Mr. Richburg’s vesting commencement date was April 10, 2022. Ms. Gustafson’s vesting commencement date was May 10, 2022. Vesting will occur only if the NEO is continuously employed by the Company, except a portion of the option award may vest in cases involving termination without cause or resignation for good reason following a change in control. See “Executive Compensation—Fiscal Year 2023 Potential Payments Upon Termination, Change in Control and Death or Disability.” Upon change of control, Mr. Meeker's vesting converts to time-based vesting, and if double trigger, vesting shall accelerate and all shares shall immediately vest.
(5)The exercise price was determined using the closing price of the Company’s common stock on the applicable grant date.
(6)This column represents the aggregate grant date fair value of RSU and option awards granted to the NEOs, each computed in accordance with ASC 718. The grant date fair value for RSU awards granted in fiscal year ended 2023 was determined using the closing price of the Company’s common stock on the grant date multiplied by the number of shares subject to the award. In the case of Mr. Meeker, his performance option award is calculated based on the probable level of achievement of the underlying market-based vesting condition. Under ASC Topic 718, the vesting conditions related to Mr. Meeker’s performance option award are considered market conditions and not performance conditions. Accordingly, there is no grant date fair value below or in excess of the amount reflected in the table above for Mr. Meeker’s performance option award that could be calculated and disclosed based on achievement of the underlying market condition. See footnote 8 —Stock-Based Compensation Plans to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023 for a discussion of the relevant assumptions used in calculating these amounts for the option awards.
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FISCAL YEAR 2023 OUTSTANDING EQUITY AWARDS AT FISCAL-YEAR END TABLE
The following table presents information regarding the outstanding stock options and RSUs held by each of our NEOs as of March 31, 2023.
| Option Awards | Stock Awards | ||||||||||||||||||||||||||||
Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($)(1) | ||||||||||||||||||||
| Matt Meeker | 10/11/19 | 7/1/19(2) | 1,194,817 | 116,568 | 1.37 | 10/10/29 | — | — | |||||||||||||||||||||
| 4/15/22 | 4/10/22(3) | — | — | 600,000 | 3.31 | 4/14/32 | — | — | |||||||||||||||||||||
| Zahir Ibrahim | 1/17/23 | 1/10/23(4) | — | 750,000 | 1.91 | 1/17/33 | — | — | |||||||||||||||||||||
| 1/17/23 | 1/10/23(4) | — | — | — | — | 750,000 | 1,087,500 | ||||||||||||||||||||||
| Allison Koehler | 2/22/22 | 12/15/21(5) | 20,312 | 44,688 | 2.87 | 2/21/32 | — | — | |||||||||||||||||||||
| 2/22/22 | 12/15/21(5) | — | — | — | — | 202,118 | 293,071 | ||||||||||||||||||||||
| Nari Sitaraman | 4/11/22 | 4/10/22(6) | — | 192,600 | 3.45 | 4/10/32 | — | — | |||||||||||||||||||||
| 4/11/22 | 4/10/22(7) | — | — | — | — | 150,000 | 217,500 | ||||||||||||||||||||||
| 4/11/22 | 4/10/22(6) | — | — | — | — | 350,000 | 507,500 | ||||||||||||||||||||||
| 8/11/21 | 7/12/21(8) | 80,250 | 112,350 | 9.16 | 8/10/31 | — | — | ||||||||||||||||||||||
| 8/11/21 | 7/12/21(8) | — | — | — | — | 85,290 | 123,671 | ||||||||||||||||||||||
| Cindy Gustafson | — | — | — | — | — | — | — | — | |||||||||||||||||||||
| Rustin Richburg | — | — | — | — | — | — | — | — | |||||||||||||||||||||
| Howard Yeaton | — | — | — | — | — | — | — | — | |||||||||||||||||||||
(1)The amount represents the number of unvested RSUs as of March 31, 2023 multiplied by the closing stock price of $1.45 as of such date.
(2)These stock options vest over a 4-year period in 48 substantially equal monthly installments after July 1, 2019.
(3)These stock options will vest based on achievement of stock price targets of the Company's common stock. The right to purchase 200,000 shares of common stock under the options vests when the stock price meets or exceeds $8.00 per share for 30 consecutive days, the right to purchase 200,000 shares of common stock under the options vest when the stock price meets or exceeds $12.00 per share for 30 consecutive days, and the right to purchase 200,000 shares of common stock under the options vests when the stock price meets or exceeds $16.00 per share for 30 consecutive days.
(4)These stock options and RSUs will vest 25% on January 10, 2024 and the remainder shall vest quarterly in 12 substantially equal installments after January 10, 2024.
(5)These stock options and RSUs vested 25% on December 15, 2022 and the remainder shall vest monthly in 36 substantially equal monthly installments after December 15, 2022.
(6)These stock options and RSUs vested 25% on April 10, 2023 and the remainder shall vest quarterly in 12 substantially equal installments after April 10, 2023.
(7)These RSUs vested 50% on April 10, 2023 and the remainder shall vest quarterly in 8 substantially equal installments after April 10, 2023.
(8)These stock options and RSUs vested 25% on July 12, 2022 and the remainder vest monthly over a 4-year period in 36 substantially equal installments after July 12, 2022.
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FISCAL YEAR 2023 OPTION EXERCISES AND STOCK VESTED TABLE
The following table sets forth the number of shares of the Company’s common stock acquired by NEOs through stock option exercises and upon the vesting of RSUs for the fiscal year ended 2023. The table presents the value realized upon such exercises or vesting, as calculated, in the case of stock options, based on the difference between the closing price of the Company’s common stock on the date of exercise (or, in the event the date of the exercise occurs on a holiday or weekend, the closing price of the Company’s common stock on the immediately preceding trading day) and the option exercise price and, in the case of RSUs, based on the closing price per share of the Company’s common stock on the vesting date (or, in the event the vesting date occurs on a holiday or weekend, the closing price of the Company’s common stock on the immediately preceding trading day).
| Option Awards | Stock Awards | ||||||||||||||||
| Name | Number of Shares Acquired on Exercise (#) | Value Realized Upon Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | |||||||||||||
Matt Meeker | — | — | — | — | |||||||||||||
Zahir Ibrahim | — | — | — | — | |||||||||||||
Allison Koehler(1) | — | — | 91,873 | 137,013 | |||||||||||||
Nari Sitaraman(2) | — | — | 97,006 | 165,760 | |||||||||||||
Cindy Gustafson | — | — | — | — | |||||||||||||
Rustin Richburg(3) | — | — | 4,167 | 9,751 | |||||||||||||
Howard Yeaton(4) | — | — | 50,000 | 69,000 | |||||||||||||
(1)Ms. Koehler's RSUs were granted on December 15, 2021 with a vesting commencement date of December 15, 2021, which vested 25% on December 15, 2022, and thereafter monthly in thirty six substantially equal installments. This amount includes the fair market value of these RSUs based on the Company’s stock price on each monthly vesting date.
(2)Mr. Sitaraman's RSUs were granted on August 11, 2021 with a vesting commencement date of July 12, 2021, vested 25% on July 12, 2022, and thereafter monthly in thirty six substantially equal installments. This amount includes the fair market value of these RSUs based on the Company’s stock price on each monthly vesting date.
(3)Mr. Richburg's RSU award was granted on April 11, 2022 and vested on a monthly basis through the date of his termination. This amount includes the fair market value of these RSUs based on the Company’s stock price on the vesting date.
(4)Mr. Yeaton's RSUs were granted on April 11, 2022 and vested on July 9, 2022. This amount includes the fair market value of these RSUs based on the Company’s stock price on the vesting date.
34 | 2023 Proxy Statement BARK | ||||
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FISCAL YEAR 2023 POTENTIAL PAYMENTS UPON TERMINATION, CHANGE IN CONTROL AND DEATH OR DISABILITY
The table below reflects the value of compensation and benefits that would become payable to each of the NEOs if the NEO were terminated (i) without cause or for good reason; or (ii) without cause or for good reason in connection with a change in control (or, for options granted under our 2021 Equity Incentive Plan, a stock sale); on March 31, 2023, with the value of any equity vesting based on the Company’s closing stock price of $1.45 on such date. In the case of Mr. Meeker, these amounts are based upon the terms of his stock option agreement applicable to his outstanding and unvested equity awards as of such date. In the case, of Mr. Ibrahim, Ms. Koehler, and Mr. Sitaraman, these amounts are based upon the terms of the Severance and Change in Control Agreements and the equity award agreements for each of their respective outstanding and unvested equity awards as of such date. These benefits are in addition to the benefits under then-exercisable stock options and the benefits available generally to salaried employees, such as distributions under the Company’s broad based 401(k) plan.
The actual amounts that would be paid in such circumstances can be determined only at the time of any such event. Due to a number of factors that affect the nature and amount of any benefits provided upon such an event, any actual amounts paid or distributed may be higher or lower than reported below. Factors that could affect these amounts include the timing during the year of any such event and the Company’s stock price.
Severance(1)
| Name | Cash Severance(3) ($) | Benefit Continuation(4) ($) | Options ($) | RSUs ($) | Total(5) ($) | |||||||||||||||
Matt Meeker(2) | — | — | — | — | — | |||||||||||||||
| Zahir Ibrahim | 323,077 | 9,920 | — | 543,750 | 876,747 | |||||||||||||||
| Allison Koehler | 165,000 | 4,909 | — | 53,286 | 223,195 | |||||||||||||||
| Nari Sitaraman | 212,500 | 14,914 | — | 48,901 | 276,315 | |||||||||||||||
(1)This table represents amounts due in the event of a termination without cause or for good reason.
(2)Mr. Meeker is not a party to the Severance and Change in Control Agreement and is otherwise not eligible for severance benefits.
(3)Under the terms of the Severance and Change in Control Agreements, participating NEOs are eligible to receive six months of base salary continuation. Mr. Ibrahim will also receive a lump sum payment equal to his target annual bonus for the relevant fiscal year plus full sign-on bonus acceleration, if not already paid.
(4)Under the terms of the Severance and Change in Control Agreements, participating NEOs are eligible to receive six months of COBRA reimbursements. Amounts are calculated based on the cost of providing these benefits to the NEOs as of March 31, 2023.
(5)Except for Mr. Ibrahim, these amounts are calculated based on six (6) months of vesting for these awards. Mr. Ibrahim will receive twenty four (24) months accelerated vesting if such termination occurs prior to his first anniversary of employment, twelve (12) months accelerated vesting if such termination occurs after his first anniversary of employment and prior to his second anniversary of employment, and six (6) months accelerated vesting if such termination occurs after his second anniversary of employment. For Mr. Ibrahim, this amount is calculated based on twenty four (24) months accelerated vesting this award based on an assumed termination date of March 31, 2023.
BARK 2023 Proxy Statement | 35 | ||||
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Qualifying Termination in Connection with a Change in Control(1)
| Name | Cash Severance(2) ($) | Benefit Continuation(3) ($) | Options(4) ($) | RSUs(4) ($) | Total ($) | |||||||||||||||
Matt Meeker(5) | — | — | 1,230,000 | — | 1,230,000 | |||||||||||||||
Zahir Ibrahim | 1,050,000 | 39,680 | — | 1,432,500 | 2,522,180 | |||||||||||||||
Allison Koehler | 330,000 | 9,817 | 0 | 532,813 | 872,630 | |||||||||||||||
Nari Sitaraman | 425,000 | 29,827 | 0 | 1,859,375 | 2,314,202 | |||||||||||||||
(1)Except for Mr. Ibrahim, this table represents amounts due in the event of a termination without cause or for good reason within three (3) months prior to, or twelve (12) months following, a Change in Control (as defined in the Severance and Change in Control Agreement). For Mr. Ibrahim, this table represents amounts due in the event of a termination without cause or for good reason within six (6) months prior to, or eighteen (18) months following, a Change in Control.
(2)Except for Mr. Ibrahim, under the terms of the Severance and Change in Control Agreements, participating NEOs are eligible to receive twelve months of base salary continuation. Mr. Ibrahim is eligible to receive a lump sum equal to twenty four months of base salary plus the target annual bonus for the year as well as the full sign-on bonus acceleration, if not already paid.
(3)Except for Mr. Ibrahim, under the terms of the Severance and Change in Control agreements, participating NEOs are eligible to receive twelve months of COBRA reimbursements. Mr. Ibrahim is eligible to receive twenty four months of COBRA reimbursements. Amounts are calculated based on the cost of providing these benefits to the NEOs as of March 31, 2022.
(4)Except for Mr. Ibrahim, these amounts are calculated based on twelve (12) months of vesting for these awards. Mr. Ibrahim will receive accelerated vesting of all awards.
(5)Mr. Meeker is not a party to the Severance and Change in Control Agreement, however, the Stock Option Agreement for Mr. Meeker’s outstanding stock option award contains a clause specifying that all unvested options shall immediately vest upon a Change in Control if Mr. Meeker is terminated without cause or for good reason.
Death and Disability
We offer life and accidental death insurance as well as short- and long-term disability insurance through our benefits program. There is no acceleration of any equity awards upon death. Vesting of equity awards continues for employees on short-term disability as such individuals remain employed with the Company during their period of short-term disability. For an employee on short-term disability, we continue to pay the company’s portion of the employee’s benefits.
Former NEOs
As noted above, Ms. Gustafson, Mr. Richburg, and Mr. Yeaton received no benefits in connection with their departures.
RISKS RELATED TO COMPENSATION POLICIES AND PRACTICES
When determining our compensation policies and practices, the Compensation Committee considers various matters relevant to the development of a reasonable and prudent compensation program, including whether the policies and practices are reasonably likely to have a material adverse effect on us. We believe that the mix and design of our executive compensation plans and policies do not encourage management to assume excessive risks and are not reasonably likely to have a material adverse effect on us.
36 | 2023 Proxy Statement BARK | ||||
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CEO PAY RATIO
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following disclosure about the relationship of the annual total compensation of our employees to the annual total compensation of Mr. Meeker, our CEO. We believe that the pay ratio disclosed below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions and, as result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies.
Fiscal Year 2023 Pay Ratio Calculation
•This year, the median of the annual total compensation of all of our employees other than Mr. Meeker was $41,496.
•Mr. Meeker’s annual total compensation, as reported in the 2023 Summary Compensation Table, was $1,227,792.
•Based on this information and the disclosures provided in this section, the ratio of the annual total compensation of Mr. Meeker to the median employee’s annual total compensation is 25:1.
Once identified, we calculated the median employee’s compensation in accordance with Item 402(c)(2)(x) of Regulation S-K as required pursuant to SEC executive compensation disclosure rules. This calculation is the same calculation used to determine total compensation for purposes of the 2023 Summary Compensation Table with respect to each of the NEOs.
Identification of Median Employee
To identify our median employee, we elected to use annual compensation, which we calculated as earned base salary, annual cash incentive and annual equity awards for fiscal year 2023.
We selected March 31, 2023 as the date on which to determine our median employee. As of that date, we had had 829 employees.
BARK 2023 Proxy Statement | 37 | ||||
EXECUTIVE COMPENSATION | |||||
PAY VERSUS PERFORMANCE
Provided below is the Company’s “Pay Versus Performance” disclosure as required pursuant to Item 402(v) of Regulation S-K under the Exchange Act. As required by Item 402(v), we have included:
•A table that compares the total compensation of our NEOs as presented in the Summary Compensation Table (“SCT”) for each year to pay calculated in accordance with Item 402(v) (referred to as “Compensation Actually Paid” or “CAP”) and that compares CAP to specified performance measures;
•Narratives that describe:
◦the relationship between our cumulative total shareholder return (“TSR”) and the TSR of the S&P Retail Internet Select Industry Index (“Peer Group TSR”);
◦the relationship between CAP and our TSR;
◦the relationship between CAP and adjusted EBITDA, which is our Company Selected Measure (“CSM”); and
◦the relationship between CAP and Net Loss; and
•A list of the most important measures that our Compensation Committee used in 2023 to link CAP to Company performance.
This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by the NEOs or how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. In particular, the Compensation Committee does not use CAP as a basis for making compensation decisions. Please refer to the "Compensation Discussion and Analysis" section of this Proxy Statement for a discussion of our executive compensation program objectives and the ways in which we design our program to align executive compensation with Company performance.
Fiscal Year(1)(2) | Summary Compensation Table Total for Meeker ($) | Summary Compensation Table Total for Joneja ($) | Compensation Actually Paid to Meeker ($) | Compensation Actually Paid to Joneja ($) | Average Summary Compensation Table Total for non-PEO NEOs ($) | Average Compensation Actually Paid to non-PEO NEOs ($) | Value of Initial Fixed $100 Investment Based on:(3) | Net Loss (in thousands) ($) | Company Selected Measure: Adjusted EBITDA (in thousands) ($)(4) | |||||||||||||||||||||||
| Total Stockholder Return ($) | Peer Group Total Stockholder Return ($) | |||||||||||||||||||||||||||||||
| 2023 | — | — | ( | ( | ||||||||||||||||||||||||||||
| 2022 | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| 2021 | ( | ( | ||||||||||||||||||||||||||||||
(1)During Fiscal Year 2021, Mr. Meeker served as our Principal Executive Officer (‘‘PEO’’) until September 12, 2020, when Mr. Joneja Mr. Meeker
•Fiscal Year 2023: Mr. Ibrahim, Ms. Koehler, Mr. Sitaraman, Ms. Gustafson, Mr. Richburg and Mr. Yeaton
•Fiscal Year 2022: Ms. Koehler, Mr. Richburg, Mr. Sitaraman, Mr. Novotny, Mr. Toth and Mr. Yeaton
•Fiscal Year 2021: Mr. Toth and Mr. Kamali
38 | 2023 Proxy Statement BARK | ||||
EXECUTIVE COMPENSATION | |||||
(2)The Summary Compensation Table totals reported for our PEOs and the average of the Non-PEO NEOs for each year were subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate “Compensation Actually Paid”:
| 2023 | 2022 | 2021 | |||||||||||||||||||||||||||
| Meeker ($) | Joneja ($) | Average for other NEOs ($) | Meeker ($) | Joneja ($) | Average for other NEOs ($) | Meeker ($) | Joneja ($) | Average for other NEOs ($) | |||||||||||||||||||||
| Summary Compensation Table Total | |||||||||||||||||||||||||||||
| Adjustments | |||||||||||||||||||||||||||||
| Deduction for amount reported under the "Stock Awards" and "Option Awards" Columns of the Summary Compensation Table | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||
| Increase/deduction for the inclusion of Rule 402(v) Equity Values(*): | |||||||||||||||||||||||||||||
| Fiscal year end fair value of awards granted during covered fiscal year | |||||||||||||||||||||||||||||
| Change in covered fiscal year end fair value (compared to prior fiscal year end fair value) of outstanding and unvested awards granted in prior fiscal years | ( | ( | ( | ( | |||||||||||||||||||||||||
| Fair value as of vesting date of awards granted and vested in the same fiscal year | |||||||||||||||||||||||||||||
| Fair value as of vesting date of awards granted in prior fiscal years | |||||||||||||||||||||||||||||
| Fair value at the end of the prior fiscal year of awards granted in any prior fiscal years that failed to meet vesting conditions in the covered fiscal year | |||||||||||||||||||||||||||||
| Total | ( | ( | |||||||||||||||||||||||||||
| COMPENSATION ACTUALLY PAID | ( | ( | |||||||||||||||||||||||||||
(*) Compensation Actually Paid excludes the Stock Awards and Option Awards columns from the relevant fiscal year’s Summary Compensation Table total. The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable fiscal year. The Rule 402(v) Equity Values reflect the aggregate of the following components, as applicable: (i) add the fair value as of the end of the covered fiscal year of all awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (ii) add the amount equal to the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (iii) add, for awards that are granted and vest in the same fiscal year, the fair value as of the vesting date; (iv) add the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year, and (v) subtract, for any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant or the Company’s approach to valuation employed in its financial statements. Any awards subject to performance-based vesting conditions are valued based on the attainment level as of the applicable vesting date or, in the case of awards that remain subject to performance conditions as of the end of the applicable fiscal year, based on the probably level of achievement as of such date.
(3)The peer group for the Peer Group TSR for each listed fiscal year is the S&P Retail Internet Select Industry Index, which is the same peer group disclosed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023. The Peer Group TSR and the Company TSR reflect the cumulative total stockholder return on our common stock and the cumulative total return on the S&P Retail Internet Select Industry index. The numbers assume an initial investment of $100 in our common stock at the market close on December 18, 2020, which was the first day on which our common stock commenced trading on its own, through March 31, 2023, the last business day of our 2023 fiscal year. The Peer Group TSR equals stock price appreciation plus reinvestment of dividends.
(4)The Company has identified Adjusted EBITDA as the company-selected measure for the pay versus performance disclosure, as it represents the most important financial performance measure used to link Compensation Actually Paid to the PEO and the Other NEOs in fiscal year 2023 to the Company’s performance. For purposes of the fiscal year 2023 annual cash incentive program, adjusted EBITDA is defined as net income (loss), adjusted to exclude: (1) interest expense; (2) depreciation and amortization; (3) stock-based compensation expense; (4) change in fair value of warrants and derivatives; (5) sales and use tax expense; (6) restructuring charges related to reduction in force payments; (7) executive transition costs; (8) duplicative rent expense incurred during the relocation of our corporate headquarters; (9) impairment of assets; (10) transaction costs; (11) demurrage fees related to freight; and (11) other one-time items not viewed as indicative of our day-to-day performance.
BARK 2023 Proxy Statement | 39 | ||||
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Relationship Between Compensation Actually Paid and Performance Measures
As discussed in “Compensation Discussion and Analysis” section of this Proxy Statement, our executive compensation program is designed to drive sustained meaningful profitable growth and stockholder value creation. We believe our executive compensation programs are well designed and aligned to stockholder interests.
Northern Star Acquisition Corp., a special purpose acquisition company, commenced trading on the NYSE on December 18, 2020. On June 1, 2021, Northern Star Acquisition Corp. completed its acquisition of Barkbox, Inc. (“Barkbox”), resulting in the trading of BARK, Inc. on the NYSE. The CAP for each of our Named Executive Officers is reflective of our stock price performance over this timeframe as Barkbox evolved from a private company as of fiscal year end 2021 and part of fiscal year 2022 to a publicly-traded company on June 1, 2021, with the stock price then fluctuating as a publicly-traded company and ultimately decreasing 88% cumulatively by fiscal year end 2023. Our management team also evolved over this time, with the CAP impacted by compensation decisions made in connection with the recruitment of members of our management team as well as separations.
•Relationship Between Compensation Actually Paid to our PEO and the Average Compensation Actually Paid to the Non-PEO NEOs and the Company’s Cumulative TSR. Mr. Meeker's CAP fluctuated from $7,819,804 in fiscal year 2021 to a negative $2,639,437 in fiscal year 2022 to $871,462 in fiscal year 2023. These fluctuations were primarily the result of the increase, and then subsequent decrease, in the price of our common stock prior to, and after, the Business Combination as well as the timing of the Business Combination. Mr. Joneja's CAP decreased from $53,597,312 in fiscal year 2021 to $25,181,223 in fiscal year 2022, or 53.0%, primarily due to the result of the increase, and then subsequent decrease, in the price of our common stock prior to, and after, the Business Combination as well as the timing of the Business Combination. Mr. Joneja's CAP for fiscal year 2021 was primarily driven by the initial stock option award that Mr. Joneja received as an inducement to join the Company, the value of which increased by the end of fiscal year 2021 as a result of the timing of the Business Combination. Mr. Joneja has not exercised any portion of this stock option award, which is now underwater and will expire on June 30, 2023 and, thus, will recognize no value from such award despite it being reflected as CAP per SEC disclosure rules. The Average CAP for the Non-PEO NEOs in fiscal year 2021 was $6,552,423, which was primarily due to the unvested amount of a prior year grant to Mr. Kamali that was granted in such prior year and which increased in value as a result of the timing of the Business Combination and the fact that there were only two Non-PEO NEOs in fiscal year 2021. The Average CAP for the Non-PEO NEOs in fiscal year 2022 was a negative $568,608 compared to a positive $637,825 in fiscal year 2023. There is no discernible relationship between the CAP for our CEOs and the CAP for the Non-PEO NEOs.
•Relationship Between the Company’s TSR and the Peer Group TSR. TSR for the peer group disclosed in the table above remained relatively flat, increasing slightly by 1.6% from fiscal year 2021 to fiscal year 2023 as compared to the Company’s TSR, which decreased by 88.5% over the same time period.
•Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Non-PEO NEOs and our Net Loss . Net income/(loss) is not a component of our executive compensation program. Our Net Loss increased 117.6% from fiscal year 2021 to fiscal year 2022 and then improved by 9.9% from fiscal year 2022 to fiscal year 2023, which was the result of the timing of the Business Combination in fiscal year 2022 and cost associated with becoming a public company in fiscal year 2023. As described above, Mr. Meeker's CAP fluctuated from positive in fiscal year 2021 to negative in fiscal year 2022 to positive again in fiscal year 2023, with such fluctuations driven primarily by fluctuations in our stock price during the applicable period. Mr. Joneja's CAP decreased from $53,597,312 in fiscal year 2021 to $25,181,223 in fiscal year 2022, or 53.0%, with such fluctuations driven primarily by fluctuations in our stock price during the applicable period. The Average CAP for the Non-PEO NEOs in fiscal year 2021 was $6,552,423, in fiscal year 2022 was a negative $568,608 and a positive $637,825 in fiscal year 2023, with such fluctuations driven primarily by fluctuations in our stock price during the applicable period.
•Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Non-PEO NEOs and the Company’s Adjusted EBITDA . Our Adjusted EBITDA decreased over six-fold from fiscal year 2021 to fiscal year 2022 and then increased 45.9% from fiscal year 2022 to fiscal year 2023, which was the result of the timing of the Business Combination in fiscal year 2022 and costs associated with becoming a public company in fiscal year 2023. As described above, Mr. Meeker's CAP fluctuated from positive in fiscal year 2021 to negative in fiscal year 2022 to positive again in fiscal year 2023, with such fluctuations driven primarily by fluctuations in our stock price during the applicable period. Mr. Joneja's CAP decreased from $53,597,312 in fiscal year 2021 to $25,181,223 in fiscal year 2022, or 53.0%, with such fluctuations driven primarily by fluctuations in our stock price during the applicable period. The Average CAP for the Non-PEO NEOs in fiscal year 2021 was $6,552,423, in fiscal year 2022 was a negative $568,608 and a positive $637,825 in fiscal year 2023, with such fluctuations driven primarily by fluctuations in our stock price during the applicable period.
40 | 2023 Proxy Statement BARK | ||||
EXECUTIVE COMPENSATION | |||||
Most Important Financial Measures
Below is a list of financial performance measures, which in the Company's assessment represent the most important financial performance measures used by the Company to link CAP to the NEOs for fiscal year 2023 to Company performance. Please see the Compensation Discussion and Analysis" section for further information regarding how Adjusted EBITDA is calculated as well as the Company's use of stock price in Mr. Meeker's performance option grant.
| Most Important Financial Performance Measures: | |||||||||||
| | |||||||||||
BARK 2023 Proxy Statement | 41 | ||||
EQUITY COMPENSATION PLAN INFORMATION | ||
The following table provides information for fiscal year ended March 31, 2023 regarding the number of shares of our common stock that may be issued under our equity compensation plans.
| A | B | C | ||||||||||||
| Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (#) | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A) (#) | |||||||||||
| Equity Compensation Plans Approved by Security Holders | 24,775,364(1) | 2.79 | 15,347,494(3) | |||||||||||
| Equity Compensation Plans Not Approved by Security Holders | — | — | — | |||||||||||
| Total | 24,775,364 | 2.79 | 15,347,494 | |||||||||||
(1)Includes 16,623,587 shares issuable pursuant to outstanding stock options and 8,151,777 shares issuable pursuant to outstanding RSUs under our 2021 Equity Incentive Plan and 2011 Stock Incentive Plan.
(2)Only option awards were used in computing the weighted-average exercise price.
(3)Includes 3,385,901 shares available for issuance under our Employee Stock Purchase Plan (“ESPP”). The ESPP provides the opportunity for eligible employees to acquire shares of our common stock at a 15% discount.
42 | 2023 Proxy Statement BARK | ||||
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | ||
In addition to the executive officer and director compensation arrangements discussed in the section titled “Executive Compensation,” we describe below the transactions since April 1, 2022 to which we have been a participant, in which the amount involved in the transaction exceeds or will exceed $120,000 and in which any of our directors, executive officers or holders of more than 5% of our capital stock, or any immediate family member of, or person sharing a household with, any of these individuals, had or will have a direct or indirect material interest.
POLICIES AND PROCEDURES FOR RELATED PARTY TRANSACTIONS
Our Audit Committee has the primary responsibility for the review, approval and oversight of any “related party transaction,” which is any transaction, arrangement or relationship (or series of similar transactions, arrangements or relationships) in which we are, were or will be a participant and the amount involved exceeds $120,000, and in which the related person has, had or will have a direct or indirect material interest. We have adopted a written related party transaction policy. Under our related party transaction policy, our management is required to submit any related party transaction not previously approved or ratified by our Audit Committee to our Audit Committee. In approving or rejecting the proposed transactions, our Audit Committee takes into account all of the relevant facts and circumstances available.
Business Combination
On June 1, 2021 (the “Closing Date”), Northern Star Acquisition Corp. (“Northern Star”) completed the acquisition of Barkbox. On November 27, 2020, Barkbox issued 5.50% convertible senior secured notes due 2025 (the "Convertible Notes") to Magnetar Capital, LLC, with a principal amount of $75.0 million pursuant to a note purchase agreement and which 2025 Convertible Notes are subject to the terms of an indenture, dated November 27, 2020, between Barkbox and U.S. Bank National Associate, as trustee and collateral agent. The 2025 Convertible Notes bear interest at the annual rate of 5.50%, payable entirely in payment-in-kind annually on December 1st of each year commencing on December 1, 2021, compounded annually. The 2025 Convertible Notes remain outstanding, see footnote 7 — Debt to our consolidated financial statements set forth in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023.
Registration Rights Agreement
Prior to the Closing Date, holders of founders shares and private warrants of Northern Star, along with certain stockholders of Barkbox, entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which they were granted certain rights to have registered, in certain circumstances, for resale under the Securities Act, certain shares of our common stock held by them, subject to certain conditions set forth therein. The Registration Rights Agreement remains outstanding and is filed as an exhibit to the Annual Report.
INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
We have entered into indemnification agreements with each of our directors and executive officers. The indemnification agreements and our Amended and Restated Bylaws require us to indemnify our directors to the fullest extent not prohibited by Delaware General Corporation Law. Subject to very limited exceptions, our Amended and Restated Bylaws also require us to advance expenses incurred by our directors and officers.
BARK 2023 Proxy Statement | 43 | ||||
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | ||
The following table sets forth information regarding the beneficial ownership of our common stock as of June 9, 2023 based on information obtained from the persons named below, with respect to the beneficial ownership of shares of our common stock:
•each person known by us to be the beneficial owner of more than 5% of our common stock;
•each of our executive officers and directors; and
•all of our executive officers and directors as a group.
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Percentage of beneficial ownership is based on 178,357,070 shares of our common stock outstanding as of June 9, 2023.
Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of BARK common stock beneficially owned by them. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o BARK, Inc., 120 Broadway, 12th Floor, New York, NY 10271.
| Name and Address of Beneficial Owner | Number of Shares Beneficially Owned (#)(1) | Percentage of Outstanding Shares (%) | |||||||||
| Directors and Named Executive Officers | |||||||||||
Matt Meeker(2) | 11,176,121 | 6.2 | |||||||||
| Joanna Coles | 302,890 | * | |||||||||
| Paulette Dodson | — | — | |||||||||
| David Kamenetzky | 327,802 | * | |||||||||
| Jim McGinty | 60,000 | * | |||||||||
| Betsy McLaughlin | 657,801 | * | |||||||||
| Michele Meyer | — | — | |||||||||
Henrik Werdelin(3)(9) | 12,608,364 | 7.0 | |||||||||
| Zahir Ibrahim | 200,000 | * | |||||||||
Allison Koehler(4) | 106,601 | * | |||||||||
Nari Sitaraman(5) | 323,168 | * | |||||||||
| Cindy Gustafson | — | — | |||||||||
| Rustin Richberg | 2,435 | * | |||||||||
| Howard Yeaton | 50,000 | * | |||||||||
All executive officers and directors as a group (11 individuals)(6) | 25,762,747 | 14.4 | |||||||||
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SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT | |||||
| Name and Address of Beneficial Owner | Number of Shares Beneficially Owned (#)(1) | Percentage of Outstanding Shares (%) | |||||||||
| 5% Beneficial Holders | |||||||||||
Entities affiliated with RRE Ventures(7) | 22,604,760 | 12.7 | |||||||||
Carly Strife(8) | 12,919,300 | 7.2 | |||||||||
Prehype Ventures LLC(9) | 11,040,385 | 6.2 | |||||||||
*Less than 1%.
(1)Shares shown in this table include shares held in the beneficial owner’s name or jointly with others, or in the name of a bank, nominee or trustee for the beneficial owner’s account.
(2)Includes options to purchase 1,311,385 shares of common stock held by Mr. Meeker that may be exercised within 60 days of June 9, 2023.
(3)Includes options to purchase 936,756 shares of common stock held by Mr. Werdelin that may be exercised within 60 days of June 9, 2023.
(4)Includes (i) options to purchase 25,729 shares of common stock held by Ms. Koehler that may be exercised within 60 days of June 9, 2023 and (ii) 12,250 restricted stock units held by Ms. Koehler that will settle within 60 days of June 9, 2023.
(5)Includes (i) options to purchase 156,487 shares of common stock held by Mr. Sitaraman that may be exercised within 60 days of June 9, 2023 and (ii) 40,061 restricted stock units held by Mr. Sitaraman that will settle within 60 days of June 9, 2023.
(6)Includes (i) options to purchase 2,430,357 shares of common stock that may be exercised within 60 days of June 9, 2023 and (ii) 52,311 restricted stock units that will vest within 60 days of June 9, 2023.
(7)Represents (i) 3,955,108 shares of common stock held by RRE Leaders Fund, L.P. and (ii) 18,649,652 shares of common stock held by RRE Ventures V, L.P. RRE Leaders GP, LLC is the general partner of RRE Leaders Fund, L.P. and has shared voting and dispositive power with respect to the shares held by RRE Leaders Fund, L.P. RRE Ventures GP V, LLC is the general partner of RRE Ventures V, L.P. and has shared voting and dispositive power with respect to the shares held by RRE Ventures V, L.P. Each of James D. Robinson IV, Stuart J. Ellman and William D. Porteous is a managing member of RRE Leaders GP, LLC and RRE Ventures GP V, LLC and has shared voting and dispositive power with respect to the shares of held by RRE Leaders Fund, L.P. and RRE Ventures V, L.P. The business address for each of these entities and individuals is 130 E 59th St., Floor 17, New York, NY 10022. The foregoing information was derived solely from a Schedule 13G filed by the reporting persons with the SEC on June 11, 2021.
(8)Represents (i) 11,389,352 shares of common stock held by the Carly J. Strife, (ii) 655,692 shares held by the Carly J. Strife Family Trust of which Ms. Strife is a beneficiary and (ii) options to purchase 874,256 shares of common stock held by Ms. Strife that may be exercised within 60 days of June 9, 2023. Ms. Strife has sole voting and dispositive power with respect to these shares. The foregoing information was based on a Schedule 13D filed by Ms. Strife on June 11, 2021, with additional information in the Company’s records.
(9)Henrik Werdelin is the managing member of Prehype Ventures LLC and has sole voting and investment power with regard to the shares held by Prehype Ventures LLC. The business address for Prehype Ventures LLC is 145 Bergen Street, #1, Brooklyn, NY 11217. The foregoing information was derived solely from a Schedule 13D filed by the reporting persons with the SEC on June 11, 2021.
DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of the Exchange Act requires our directors, executive officers, and holders of more than 10% of our common stock to file reports regarding their ownership and changes in ownership of our securities with the SEC and to furnish us with copies of all Section 16(a) reports that they file. We believe that during the fiscal year ended March 31, 2023, our directors, executive officers, and holders of more than 10% of our common stock complied with all applicable Section 16(a) filing requirements, except for a Form 4, filed late on June 2, 2022, due to unusually long EDGAR turnaround times for SEC codes, to report the grant of RSUs for Mr. Kamenetzky. In making this statement, we have relied upon a review of the copies of Section 16(a) reports furnished to us and the written representations of our directors, executive officers, and holders of more than 10% of our common stock.
BARK 2023 Proxy Statement | 45 | ||||
QUESTIONS AND ANSWERS |  | ||||
THE INFORMATION PROVIDED IN THE “QUESTIONS AND ANSWERS” FORMAT BELOW IS FOR YOUR CONVENIENCE AND INCLUDES ONLY A SUMMARY OF CERTAIN INFORMATION CONTAINED IN THIS PROXY STATEMENT. YOU SHOULD READ THIS ENTIRE PROXY STATEMENT CAREFULLY.
How do I attend the Annual Meeting?
Our Board considers the appropriate format for our annual meeting of stockholders on an annual basis. This year, we continue to embrace the latest technology to provide expanded access, improved communication, and cost savings for our stockholders and our Company.
Accordingly, the Annual Meeting will be a virtual stockholder meeting through which you can listen to the meeting, submit questions and vote online. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/bark2023. To participate, you will need your 16-digit control number included in your proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials. There is no physical location for the Annual Meeting.
What proposals will be voted on at the Annual Meeting?
Stockholders will vote on four proposals at the Annual Meeting:
•the election of three Class B directors named in this Proxy Statement;
•the ratification of the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending March 31, 2024;
•to approve, on an advisory basis, the compensation of our named executive officers; and
•to approve an amendment to our Certificate of Incorporation to adopt a new provision allowing for the exculpation of certain officers of the Company as permitted by Delaware law.
We will also consider other business, if any, that properly comes before the Annual Meeting.
How does the Board recommend that stockholders vote on the proposals?
Our Board recommends that stockholders vote “FOR” the election of the three Class B directors, vote “FOR” the ratification of the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending March 31, 2024, vote
“FOR” the approval of, on an advisory basis, the compensation of our named executive officers, and vote “FOR” the approval of an amendment to our Certificate of Incorporation to adopt a new provision allowing for the exculpation of certain officers of the Company as permitted by Delaware law.
What happens if other business not discussed in this Proxy Statement comes before the Annual Meeting?
The Company does not know of any business to be presented at the Annual Meeting other than the proposals discussed in this Proxy Statement. If other business comes before the Annual Meeting and is properly presented under our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, and Delaware law, the Company representatives will use their discretion in casting all of the votes that they are entitled to cast.
Why am I receiving this Proxy Statement?
We are distributing our proxy materials because our Board is soliciting your proxy to vote at the Annual Meeting. This Proxy Statement summarizes the information you need to vote at the Annual Meeting. You do not need to attend the Annual Meeting to vote your shares.
Pursuant to SEC rules, we are providing access to our proxy materials via the Internet. Accordingly, we are sending an Internet Notice to all of our stockholders as of the record date. All stockholders may access our proxy materials on the website referred to in the
46 | 2023 Proxy Statement BARK | ||||
QUESTIONS AND ANSWERS | |||||
Internet Notice. You may also request to receive a printed set of the proxy materials. You can find instructions regarding how to access our proxy materials via the Internet and how to request a printed copy in the Internet Notice. Additionally, by following the instructions in the Internet Notice, you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We believe that these rules allow us to provide our stockholders with the information they need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting.
Who is entitled to vote?
The record date for the Annual Meeting is the close of business on June 16, 2023. As of the record date, 178,357,070 shares of common stock, par value $0.0001 per share, were outstanding. Only holders of record of our common stock as of the record date will be entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. Each stockholder is entitled to one vote for each share of our common stock held by such stockholder on the record date.
How can I vote my shares?
Voting on the Internet
You can vote your shares via the Internet by following the instructions in your proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials. The Internet voting procedures are designed to authenticate your identity, allow you to vote your shares and confirm that your voting instructions have been properly recorded. If you vote via the Internet, you do not need to complete and mail a proxy card or attend the Annual Meeting to have your vote count. We encourage you to vote your shares via the Internet in advance of the Annual Meeting even if you plan to attend the Annual Meeting.
Voting by Mail
You can vote your shares by mail by requesting a printed copy of the proxy materials sent to your address. When you receive the proxy materials, you may fill out the proxy card enclosed therein and return it per the instructions on the card. By signing and returning the proxy card according to the instructions provided, you are enabling the individuals named on the proxy card, known as “proxies,” to vote your shares at the Annual Meeting in the manner you indicate. If you request a printed copy of the proxy materials, we encourage you to sign and return the proxy card even if you plan to attend the Annual Meeting.
Voting by Telephone
You can vote your shares by telephone. Instructions are included on your proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials. If you vote by telephone, you do not need to complete and mail your proxy card or attend the Annual Meeting to have your vote count.
What if I am not the stockholder of record?
If you are a holder of record of shares of common stock of the Company, you may direct your vote as instructed above.
If you hold your shares in street name via a broker, bank or other nominee, you may direct your vote by signing, dating and mailing your voting instruction card, which will be provided by such broker or other nominee. Internet or telephonic voting may also be available. Please see your voting instruction card for further details.
Can I change my vote or revoke my proxy?
You may change your vote or revoke your proxy at any time before it is voted at the Annual Meeting. If you are a stockholder of record, you may change your vote or revoke your proxy by:
•delivering to the attention of the Corporate Secretary at BARK, Inc., 120 Broadway, 12th Floor, New York, New York 10271, a written notice of revocation of your proxy;
•delivering to us an authorized proxy bearing a later date (including a proxy over the Internet or by telephone); or
•attending the Annual Meeting and voting your shares electronically. Attendance at the Annual Meeting will not, by itself, revoke a proxy.
If your shares are held in the name of a bank, broker or other nominee, you may change your vote by submitting new voting instructions to your bank, broker or other nominee.
BARK 2023 Proxy Statement | 47 | ||||
QUESTIONS AND ANSWERS | |||||
What is a broker non-vote?
Brokers, banks or other nominees holding shares on behalf of a beneficial owner may vote those shares in their discretion on certain “routine” matters even if they do not receive timely voting instructions from the beneficial owner. With respect to “non-routine” matters, the broker, bank or other nominee is not permitted to vote shares for a beneficial owner without timely received voting instructions. The only routine matter to be presented at the Annual Meeting is the proposal to ratify the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending March 31, 2024 (Proposal Two). The election of the three Class B directors (Proposal One) and the vote to approve, on an advisory basis, the compensation of our named executive officers (Proposal Three), and the vote to approve an amendment to our Certificate of Incorporation to adopt a new provision allowing for the exculpation of certain officers of the Company as permitted by Delaware law (Proposal 4) are non-routine matters.
A broker non-vote occurs when a broker, bank or other nominee does not vote on a non-routine matter because the beneficial owner of such shares has not provided voting instructions with regard to such matter. If a broker, bank or other nominee exercises its discretionary voting authority on Proposal Two, such shares will be considered present at the Annual Meeting for quorum purposes and broker non-votes will occur as to Proposal One, Proposal Three, Proposal Four or any other non-routine matters that are properly presented at the Annual Meeting. Broker non-votes will have no impact on the voting results, except with respect to Proposal Four. If you do not instruct your broker how to vote with respect to Proposal Four, your broker may not vote with respect to that proposal and such broker non-vote will be counted as a vote “AGAINST” Proposal Four.
What constitutes a quorum?
The presence at the Annual Meeting, either in person or by proxy, of holders of a majority of the aggregate number of shares of our issued and outstanding common stock entitled to vote thereat as of the record date shall constitute a quorum for the transaction of business at the Annual Meeting. Stockholders participating in the virtual meeting are considered to be attending the meeting “in person.” Abstentions and broker non-votes will be counted as present for the purpose of determining whether a quorum is present at the Annual Meeting.
What vote is required to approve each matter to be considered at the Annual Meeting? What effect will abstentions and broker non-votes have?
| Proposal | Voting Options | Vote Required to Elect Directors or Approve Proposal | Effect of Abstentions | Effect of Broker Non-Votes | ||||||||||
| Election of the Three Class B Directors Named in this Proxy Statement | For or withhold on each nominee | A plurality of the voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors; “plurality” means that the nominees who receive the largest number of votes cast “for” such nominees are elected as directors | N/A; a withhold vote will have no effect | No effect | ||||||||||
| Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm | For, against or abstain | The affirmative vote of the holders of shares of stock having a majority in voting power of the votes cast by the holders of all the shares of stock present or represented at the Annual Meeting and entitled to vote thereon | No effect | No effect | ||||||||||
| Advisory Vote to Approve Named Executive Officers Compensation | For, against or abstain | The affirmative vote of the holders of shares of stock having a majority in voting power of the votes cast by the holders of all the shares of stock present or represented at the Annual Meeting and entitled to vote thereon | No effect | No effect | ||||||||||
| Amendment to Certificate of Incorporation to Adopt a New Provision Allowing for Exculpating Certain Officers | For, against or abstain | The affirmative vote of the holders of at least a majority in voting power of the outstanding shares of stock entitled to vote thereon, voting together as a single class | Same effect as votes against | Same effect as votes against | ||||||||||
What is the deadline for submitting a proxy?
To ensure that proxies are received in time to be counted prior to the Annual Meeting, proxies submitted by Internet or by telephone should be received by 11:59 p.m. Eastern Time on the day before the Annual Meeting, and proxies submitted by mail should be received by the close of business on the day prior to the date of the Annual Meeting.
48 | 2023 Proxy Statement BARK | ||||
QUESTIONS AND ANSWERS | |||||
What does it mean if I receive more than one Internet Notice or proxy card?
If you hold your shares in more than one account, you will receive an Internet Notice or proxy card for each account. To ensure that all of your shares are voted, please complete, sign, date and return a proxy card for each account or use the Internet Notice or proxy card for each account to vote by Internet or by telephone. To ensure that all of your shares are represented at the Annual Meeting, we recommend that you vote every Internet Notice or proxy card that you receive.
How will my shares be voted if I return a blank proxy card or a blank voting instruction card?
If you are a holder of record of our common stock and you sign and return a proxy card or otherwise submit a proxy without giving specific voting instructions, your shares will be voted:
•“FOR” the election of the three Class B nominees for director named in this Proxy Statement;
•“FOR” the ratification of the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending March 31, 2024;
•“FOR” on the vote to approve, on an advisory basis, the compensation of our named executive officers; and
•“FOR” on the vote to approve an amendment to our Certificate of Incorporation to adopt a new provision allowing for the exculpation of certain officers of the Company as permitted by Delaware law.
If you hold your shares in street name via a broker, bank or other nominee and do not provide the broker, bank or other nominee with voting instructions (including by signing and returning a blank voting instruction card), your shares:
•will be counted as present for purposes of establishing a quorum;
•will be voted in accordance with the broker’s, bank’s or other nominee’s discretion on “routine” matters, which includes only the proposal to ratify the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending March 31, 2024 (Proposal Two); and
•will not be counted in connection with the election of the three Class B directors named in this Proxy Statement (Proposal One), the vote to approve, on an advisory basis, the compensation of our named executive officers (Proposal Three), the vote to approve an amendment to our Certificate of Incorporation to adopt a new provision allowing for the exculpation of certain officers of the Company as permitted by Delaware law, or any other non-routine matters that are properly presented at the Annual Meeting. For each of these proposals, your shares will be treated as “broker non-votes.” A broker non-vote will have no impact on voting results, except with respect to Proposal Four. If you do not instruct your broker how to vote with respect to Proposal Four, your broker may not vote with respect to that proposal and such broker non-vote will be counted as a vote "AGAINST" Proposal Four.
Our Board knows of no matter to be presented at the Annual Meeting other than Proposals One, Two, Three, and Four. If any other matters properly come before the Annual Meeting upon which a vote properly may be taken, shares represented by all proxies received by us will be voted with respect thereto as permitted and in accordance with the judgment of the proxy holders.
Who is making this solicitation and who will pay the expenses?
This proxy solicitation is being made on behalf of our Board. All expenses of the solicitation, including the cost of preparing and mailing the Internet Notice or this Proxy Statement, will be borne by the Company. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
Will a stockholder list be available for inspection?
A list of stockholders entitled to vote at the Annual Meeting will be available to stockholders of record during the Annual Meeting on the virtual meeting website and, to all stockholders of the Company for 10 days prior to the Annual Meeting, at BARK, Inc., 120 Broadway, 12th Floor, New York, New York 10271, between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time. If you would like to schedule an appointment to examine the stockholder list during this period, please email our Corporate Secretary at ir@barkbox.com.
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QUESTIONS AND ANSWERS | |||||
What is “householding” and how does it affect me?
We have adopted a procedure approved by the SEC, called “householding.” Under this procedure, we send only one proxy statement and one annual report to eligible stockholders who share a single address, unless we have received instructions to the contrary from any stockholder at that address. This practice is designed to eliminate duplicate mailings, conserve natural resources and reduce our printing and mailing costs. Stockholders who participate in householding will continue to receive separate proxy cards.
If you share an address with another stockholder and receive only one set of proxy materials but would like to request a separate copy of these materials, please contact our mailing agent, Broadridge Financial Solutions, Inc., by calling 1-866-540-7095 or writing to 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department, and an additional copy of proxy materials will be promptly delivered to you. Similarly, if you receive multiple copies of the proxy materials and would prefer to receive a single copy in the future, you may also contact Broadridge Financial Solutions, Inc. at the above telephone number or address. If you own shares through a bank, broker, or other nominee, you should contact the nominee concerning householding procedures.
How can I find out the results of the voting at the Annual Meeting?
We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting.
When are stockholder proposals due for next year’s annual meeting of stockholders?
Our stockholders are entitled to present proposals for action at a forthcoming meeting if they comply with the requirements of our Amended and Restated Certificate of Incorporation, our Amended and Restated Bylaws, and the rules established by the SEC.
Under Rule 14a-8 of the Exchange Act, if you want us to include a proposal in the proxy materials for our 2024 annual meeting of stockholders, we must receive the proposal at our executive offices at BARK, Inc., 120 Broadway, 12th Floor, New York, New York 10271, no later than March 5, 2024.
Pursuant to our Amended and Restated Bylaws, a stockholder proposal of business submitted outside of the process established in Rule 14a-8 and nominations of directors must be received no earlier than April 17, 2024 and no later than May 17, 2024 and must otherwise comply with the requirements set forth in our Amended and Restated Bylaws. Any proposal or nomination should be addressed to the attention of our Corporate Secretary, and we suggest that it be sent by certified mail, return receipt requested.
In order to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees, in addition to complying with the requirements under our Amended and Restated Bylaws, must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than June 16, 2024.
Whom can I contact for further information?
If you would like additional copies, without charge, of this Proxy Statement or if you have questions about the Annual Meeting, the proposals, or the procedures for voting your shares, you should contact our Corporate Secretary at BARK, Inc., 120 Broadway, 12th Floor, New York, New York 10271 or by telephone at (855) 501-2275.
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WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Exchange Act, and, in accordance therewith, file electronically with the SEC our annual, quarterly and current reports, proxy statements and other information. We make available on our investor website at https://investor.bark.co, free of charge, copies of these reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that website is www.sec.gov. The information in or accessible through any website referenced throughout this Proxy Statement is not incorporated into, and is not considered part of, this Proxy Statement. Further, our references to the URLs for these websites are intended to be inactive textual references only.
You should rely on the information contained in this Proxy Statement to vote your shares at the Annual Meeting. We have not authorized anyone to provide you with information that is different from what is contained in this Proxy Statement. This Proxy Statement is dated July 3, 2023. You should not assume that the information contained in this Proxy Statement is accurate as of any date other than that date, and the mailing of this Proxy Statement to stockholders at any time after that date does not create an implication to the contrary. This Proxy Statement does not constitute a solicitation of a proxy in any jurisdiction where, or to or from any person to whom, it is unlawful to make such proxy solicitations in such jurisdiction.
FORM 10-K
We will make available, on or about July 3, 2023, the proxy materials, including our Annual Report on Form 10-K for the fiscal year ended March 31, 2023, at www.proxyvote.com. We will also make available, solely for your reference and by courtesy, our Annual Report on Form 10-K for the fiscal year ended March 31, 2023, on our investor website at https://investor.bark.co. Portions of our Annual Report on Form 10-K are incorporated by reference herein.
We will also provide, free of charge, to each person to any stockholder of record or beneficial owner of our common stock as of the record date, upon the written or oral request of any such persons, a copy of our Annual Report on Form 10-K for the fiscal year ended March 31, 2023, as filed with the SEC. Requests for such copies should be addressed to our Corporate Secretary at the address below:
BARK, Inc.
120 Broadway, 12th Floor
New York, New York 10271
Attention: Corporate Secretary
Telephone: (855) 501-2275
Please include your contact information with the request. The exhibits set forth on the exhibit index of the Form 10-K may be made available at a reasonable charge.
OTHER MATTERS
We have no knowledge of any other matters that may come before the Annual Meeting and do not intend to present any other matters. However, if any other matters shall properly come before the meeting or any adjournment, our representatives will have the discretion to vote as they see fit unless directed otherwise.
If you do not plan to attend the Annual Meeting, in order that your shares may be represented and in order to assure the required quorum, please sign, date and return your proxy promptly. In the event you are able to attend the Annual Meeting, at your request, we will cancel your previously submitted proxy.
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EXHIBIT A
CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BARK, INC.
BARK, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY:
FIRST: The name of the Corporation is BARK, Inc. This Corporation was originally incorporated on July 8, 2020 under the name Northern Star Acquisition Corp.
SECOND: The Corporation’s Third Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on November 22, 2021 under the name The Original BARK Company (the “Restated Certificate”).
THIRD: The Restated Certificate is hereby amended by adding Article FOURTEENTH, to read in its entirety as follows:
FOURTEENTH: To the fullest extent permitted by the DGCL as it now exists and as it may hereafter be amended, no officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as an officer. If the DGCL is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of officers, then the liability of an officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. No amendment, modification or repeal of this Article FOURTEENTH shall apply to or have any adverse effect on any right or protection of, or any limitation of the liability of, an officer of the Corporation with respect to actions or omissions occurring prior to the time of such amendment, modification or repeal.
FOURTH: That, pursuant to resolution of the Corporation’s board of directors, a meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the DGCL, at which meeting the necessary number of shares as required by statute were voted in favor of this Certificate of Amendment.
FIFTH: This Certificate of Amendment was duly adopted by the directors and stockholders of the Corporation in accordance with the provisions of Section 242 of the DGCL.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Restated Certificate to be signed by the authorized officer below on this [___] day of [___], 2023.
By:
Name:
Title:
Signed:
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