bark-20230328

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date Earliest Event Reported):

March 28, 2023

BARK, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39691

85-1872418

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

120 Broadway, Floor 12

New York, NY

10271

(Zip Code)

(Address of Principal Executive Offices)

(855) 501-2275

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on

which registered

Common Stock, par value $0.0001

BARK

New York Stock Exchange

Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share

BARK WS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 28, 2023, the Board of Directors (the “Board”) of BARK, Inc. (the “Company”) appointed Ms. Paulette Dodson and Ms. Michele Meyer as new Class B members of the Board, effective immediately, for respective terms expiring at the Company's 2023 annual meeting of stockholders and until their respective successors are duly elected and qualified.

In connection with the appointment of Ms. Dodson and Ms. Meyer, the size of the Board was increased from six to eight members.

As non-employee directors, Ms. Dodson and Ms. Meyer are entitled to receive compensation arrangements in accordance with the Company’s Director Compensation Program, which currently includes an annual cash retainer of $40,000, paid in substantially equal quarterly installments, and an initial award of $300,000 in Restricted Stock Units (“RSUs”), which will vest on the one-year anniversary of the grant date (subject to the director's continued service through the vesting date), and additional annual awards of RSUs, in an amount to be determined by the Board, upon continuing service as of the respective dates of the Company's future annual meetings of stockholders, each of which will vest on the one-year anniversary of such grant, provided that the annual awards will become fully vested as of the day immediately preceding the relevant annual meeting date, if sooner, subject in each case to the director's continued service through the vesting date.

In addition, the Board appointed Ms. Dodson to its Corporate Governance and Nominating Committee and Ms. Meyer to its Compensation Committee, having determined that each of Ms. Dodson and Ms. Meyer satisfy all applicable requirements to serve on such committees, including without limitation the applicable requirements of the New York Stock Exchange and the Securities Exchange Act of 1934, as amended to date. Ms. Dodson and Ms. Meyer shall each receive an additional annual cash retainer of $5,000, paid in substantially equal quarterly installments, for service on such committees.

The Company will enter into its customary form of Indemnity Agreement with each of Ms. Dodson and Ms. Meyer.

There is no arrangement or understanding between either Ms. Dodson or Ms. Meyer and any other persons pursuant to which either of Ms. Dodson or Ms. Meyer was appointed as a director. Furthermore, there are no transactions between either of Ms. Dodson or Ms. Meyer and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit No.						Description
99.1						Press Release dated March 30, 2023
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


BARK, Inc.


By:			/s/ Allison Koehler
			Name: Allison Koehler
			Title: General Counsel and Secretary

Date: March 30, 2023