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): January 6, 2025

_________________________

Pinterest, Inc.

(Exact Name of Registrant as Specified in its Charter)

_________________________

Delaware

001-38872

26-3607129

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

651 Brannan Street

San Francisco, California 94107

(Address of principal executive offices, including zip code)

(415) 762-7100

(Registrant’s telephone number, including area code)

Not Applicable

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

_________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ 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	Name of each exchange on which registered
Class A Common Stock, $0.00001 par value	PINS	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.

Approval of Performance-Based Restricted Stock Unit Awards

On January 6, 2025, the Talent Development and Compensation Committee of the Board of Directors (the “Committee”) of Pinterest, Inc. (the “Company”) granted an award of performance-based restricted stock units (“PSUs”) to Bill Ready, the Company’s Chief Executive Officer, with a target value of $18,000,000, representing 572,884 PSUs at the target level of performance, in order to further incentivize long-term shareholder value creation.

The number of PSUs that can be earned will range from 0% to 200% of the target number of PSUs, based on the Company’s relative total shareholder return versus the companies in the Nasdaq CTA Internet Index measured over a three-year performance period from January 1, 2025 through December 31, 2027, as certified by the Committee. Subject to certain exceptions, the vesting of the PSUs is subject to Mr. Ready’s continued service with the Company through the certification date following the performance period.

The PSUs are subject to the terms of the Pinterest, Inc. 2019 Omnibus Incentive Plan and the PSU award agreement, which agreement will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

SIGNATURE

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.



	PINTEREST, INC.


Date: January 10, 2025	By:	/s/ Wanji Walcott
		Wanji Walcott
		Chief Legal and Business Affairs Officer and Corporate Secretary

Cover Page	Jan. 06, 2025
Cover [Abstract]
Entity Central Index Key	0001506293
Amendment Flag	false
Document Type	8-K
Document Period End Date	Jan. 06, 2025
Entity Registrant Name	Pinterest, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38872
Entity Tax Identification Number	26-3607129
Entity Address, Address Line One	651 Brannan Street
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94107
City Area Code	415
Local Phone Number	762-7100
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, $0.00001 par value
Trading Symbol	PINS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false