UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 16, 2021, Andrew Frey tendered his resignation as a Class I director of the Board of Directors (the “Board”) of Shift4 Payments, Inc. (the “Company”), and stepped down from the Board and its Compensation Committee, effective immediately.
On August 16, 2021, the Board, upon the recommendation of its Nominating and Corporate Governance Committee, appointed Karen Roter Davis to the Board to fill the newly vacant seat, effective immediately. Ms. Davis will serve as a Class I director for a term expiring at the Company’s annual meeting of stockholders to be held in 2024 and until her successor is duly elected and qualified or her earlier death, disqualification, resignation or removal. In connection with the appointment of Ms. Davis to the Board, she was appointed to serve on the Compensation Committee, effective immediately, to replace Mr. Frey, and to the Audit Committee, effective immediately, to replace Sarah Goldsmith-Grover, who will continue to serve as a member of the Board.
Ms. Davis is eligible to participate in the Company’s Non-Employee Director Compensation Policy, which provides for: (i) an annual cash retainer of $50,000 for serving on the Board, earned on a quarterly basis; (ii) an annual cash retainer of $10,000 for serving on the Audit Committee, earned on a quarterly basis; (iii) an annual cash retainer of $7,500 for serving on the Compensation Committee, earned on a quarterly basis; (iv) an initial equity-based award of restricted stock units (the “Initial Award”) in an amount equal to a prorated portion of $108,300, based on the time that has elapsed since the Company’s annual meeting on June 9, 2021, that vests on the first anniversary of the grant date, subject to Ms. Davis’s continued service on the Board through each such vesting date; and (v) following each annual meeting of the Company’s stockholders, an annual equity-based award of restricted stock units in an amount of $108,300 that vests on the first anniversary of the date of grant, subject to Ms. Davis’s continued service on the Board through such vesting date. On August 16, 2021, Ms. Davis was granted an Initial Award in an amount equal to $88,123. Ms. Davis has entered into the Company’s standard indemnification agreement for directors and officers.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SHIFT4 PAYMENTS, INC. | ||||||
| Date: August 17, 2021 | By: | /s/ Jordan Frankel | ||||
| Jordan Frankel | ||||||
| General Counsel and Secretary | ||||||