Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): June 3, 2024

______________________________________________________________

Braze, Inc.

(Exact name of registrant as specified in its charter)

______________________________________________________________


Delaware	001-41065	45-2505271
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

63 Madison Building

28 E. 28th St., Floor 12

New York, New York 10016

(Address of principal executive offices, including zip code)

(609) 964-0585

(Registrant's telephone number, including area code)

330 West 34th Street, Floor 18

New York, New York 10001

(Former name or former address, if changed since last report)

______________________________________________________________

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

☐ 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
Class A common stock, par value $0.0001 per share	BRZE	The Nasdaq Stock Market LLC

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.

(a)

Effective June 3, 2024, Doug Pepper, a director of Braze, Inc., or the Company, resigned from his position as a member of the Company’s board of directors, or the Board. Mr. Pepper was also a member of the Board’s audit committee. His resignation is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

(d)

Effective June 3, 2024, the Board appointed Yvonne Wassenaar to serve as a director of the Company. Ms. Wassenaar will serve as a Class II director whose term will expire at the Company’s 2026 annual meeting of stockholders. Ms. Wassenaar was also appointed as a member of the Board’s audit committee.

There is no arrangement or understanding between Ms. Wassenaar and any other person pursuant to which she was selected as a director of the Company, and there is no family relationship between Ms. Wassenaar and any of the Company’s other directors or executive officers. The Company is not aware of any transaction involving Ms. Wassenaar requiring disclosure under Item 404(a) of Regulation S-K.

Ms. Wassenaar, 55, served as chief executive officer of Puppet, Inc., an information technology automation software company, from January 2019 to May 2022. From June 2017 to September 2018, Ms. Wassenaar served as chief executive officer of Airware, an enterprise drone solutions company. From August 2014 to May 2017, Ms. Wassenaar served in various roles at New Relic, Inc., or New Relic, a public cloud-based observability platform company acquired by Francisco Partners Management, L.P. and TPG Global, LLC, most recently as chief information officer. Prior to New Relic, Ms. Wassenaar held various senior positions at VMware, Inc., a public cloud computing and virtualization technology company acquired by Broadcom Inc. Ms. Wassenaar currently serves on the board of directors of Arista Networks, Inc., a public cloud networking company, Forrester Research, Inc., a public research and advisory company, JFrog Ltd., a public software supply chain platform provider, and Rubrik, Inc,, a public zero trust data management company. Ms. Wassenaar previously served on the boards of directors of Anaplan, Inc., a public cloud-based business planning software company acquired by Thoma Bravo, LLC, and Mulesoft, Inc., a public enterprise software company acquired by Salesforce, Inc. Ms. Wassenaar also currently serves on the boards of directors of various private and non-profit institutions. Ms. Wassenaar holds a Bachelor of Arts in Economics with a specialization in computing from the University of California, Los Angeles and a Master of Business Administration from the UCLA Anderson School of Business.

Ms. Wassenaar will be entitled to participate in the Company’s non-employee director compensation policy. Pursuant to such policy, upon commencement of her service as a director, Ms. Wassenaar was granted a restricted stock unit award for 5,439 shares of the Company’s Class A common stock under its 2021 Equity Incentive Plan, with the shares vesting in three equal annual installments, subject to her continued service as a director through each applicable vesting date. Additionally, in accordance with the Company’s non-employee director compensation policy, Ms. Wassenaar will be entitled to receive a $30,000 annual retainer for her service as a director, plus an additional $10,000 for her service on the Board’s audit committee. At each annual stockholder meeting (beginning with the 2024 annual meeting of stockholders), Ms. Wassenaar will be entitled to receive an additional restricted stock unit award valued at $175,000; provided that her award at the 2024 annual meeting of stockholders will be prorated for her service time as director as of such date. This annual restricted stock unit award will vest in full on the earliest of (i) the first anniversary of the grant date, or (ii) the day before the first annual stockholders meeting occurring after the grant date, subject in each case to her continued service on such vesting date. Ms. Wassenaar’s unvested restricted stock unit awards will also vest in full immediately prior to the occurrence of a change of control of the Company, subject to her continued service on such vesting date. Ms. Wassenaar has also entered into the Company’s standard form of indemnification agreement.

Item 7.01. Regulation FD Disclosure.

On June 3, 2024, the Company issued a press release related to the matters described in this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 7.01 and Item 9.01 in this Current Report on Form 8-K, including the accompanying Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as

amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1 Press Release of Braze, Inc., dated June 3, 2024

104 Cover Page Interactive Data (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.

BRAZE, INC.

By: /s/Susan Wiseman

Susan Wiseman

General Counsel

Dated: June 3, 2024

Braze Appoints Yvonne Wassenaar to Board of Directors

Technology Executive Brings Expertise in Scaling and Diversifying Businesses

NEW YORK, June 3, 2024 – Braze (Nasdaq: BRZE), the leading customer engagement platform that empowers brands to Be Absolutely Engaging™, today announced the appointment of Yvonne Wassenaar to its Board of Directors and as a member of its Audit Committee. As a tenured cloud and SaaS technology executive, Yvonne brings a wealth of expertise in scaling enterprise software companies to the board. Yvonne will replace Doug Pepper, who joined Braze's board in August of 2014, and who will remain as a Board Observer.

“The power of the Braze platform and its extensibility across the customer engagement value chain is unmatched,” said Wassenaar. “The company is uniquely positioned for leveraging AI to empower customers in meaningful ways today and in transformational ways in the future. The Braze team has the vision and passion to take the company to the next level and I look forward to partnering with them in this journey.”

For over 30 years, Yvonne has advised leaders on scaling, diversifying, and transforming their businesses throughout the Americas, Europe, and Asia. She served as Chief Executive Officer of Puppet, Inc., an IT automation software company, from January 2019 to May 2022. From June 2017 to September 2018, she served as Chief Executive Officer of Airware, an enterprise drone solutions company. From August 2014 to May 2017, Yvonne served in various roles at New Relic, Inc. and prior to that she held various senior positions at VMware, Inc. and served as a partner at Accenture plc. Yvonne currently serves on the board of directors of Arista Networks, Inc., a public cloud networking company, Forrester Research, Inc., a public research and advisory company, InfoBlox, a cloud networking and security services company, JFrog Ltd., a public software supply chain platform provider, and Rubrik, Inc., a public zero trust data management company.

"Yvonne is an accomplished leader with an incredible wealth of experience that she has earned from a long and varied career across iconic companies in the enterprise software space, two formative decades at Accenture, and as a CEO on the cutting edge of technical transformation," said Bill Magnuson, Cofounder and CEO of Braze. “We look forward to her partnership and to benefiting from the expertise she brings to our Board of Directors as we enter our next stage of growth.”

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding the potential growth and anticipated performance of Braze and its business. These forward-looking statements are based on the current assumptions, expectations and beliefs of Braze, and are subject to substantial risks, uncertainties and changes in circumstances that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Further information on potential factors that could affect Braze results are included in Braze’s Annual Report on Form 10-K for the fiscal year ended January 31, 2024, filed with the U.S. Securities and Exchange Commission on April 1, 2024, and the other public filings of Braze with the U.S. Securities and Exchange Commission. The forward-looking statements included in this press release represent the views of Braze only as of the date of this press release, and Braze assumes no obligation, and does not intend to update these forward-looking statements, except as required by law.

About Braze

Braze is the leading customer engagement platform that empowers brands to Be Absolutely Engaging.™ Braze allows any marketer to collect and take action on any amount of data from any source, so they can creatively engage with customers in real time, across channels from one platform. From cross-channel messaging and journey orchestration to Al-powered experimentation and optimization, Braze enables companies to build and maintain absolutely engaging relationships with their customers that foster growth and loyalty. The company has been recognized as a 2024 U.S. News Best Technology Companies to Work For, is a 2023 UK Best Workplace for Women by Great Place to Work, and was named a Leader by Gartner® in the 2023 Magic Quadrant™ for Multichannel Marketing Hubs and in The Forrester Wave™: Cross-Channel Marketing Hubs, Q1 2023. Braze is headquartered in New York with 10+ offices across North America, Europe, and APAC. Learn more at braze.com.

Media Contact

Katelyn Bryant

Senior Director, Corporate Communications

press@braze.com

Cover	Jun. 03, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 03, 2024
Entity Registrant Name	Braze, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-41065
Entity Tax Identification Number	45-2505271
Entity Address, Address Line One	63 Madison Building
Entity Address, Address Line Two	28 E. 28th St.
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10016
City Area Code	609
Local Phone Number	964-0585
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	BRZE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001676238
Entity Address, Address Line Three	Floor 12