SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 22, 2022
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of incorporation)||(Commission File Number)||(IRS Employer Identification No.)|
55 Hawthorne Street, 11th Floor
San Francisco, California 94105
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(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
Name of each exchange on which registered
Class A common stock, $0.0001 par value
The Nasdaq Global Market
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.
Appointment of Maurice Taylor to the Board of Directors
On September 22, 2022, the Board of Directors (the Board) of NerdWallet, Inc. (the Company) approved the appointment of Maurice Taylor to serve as a member of the Board effective as of October 1, 2022. The Board determined that Mr. Taylor is an “independent director” as such term is defined by the applicable Nasdaq listing rules. The Board also approved the appointment of Mr. Taylor to the Audit Committee of the Board after the Board’s determination that Mr. Taylor qualifies as “independent” in accordance with the additional independence rules established by the SEC and the Nasdaq for service on such committee. As of October 1, 2022, the Audit Committee will be comprised of Ms. Jennifer Ceran, who will continue in her role as Chairperson of the Committee, and Messrs. Kenneth McBride and Maurice Taylor.
As a non-employee director, Mr. Taylor will receive annual cash compensation of $50,000 for his service on the Board and $10,000 for his service on the Audit Committee, which compensation for 2022 will be prorated for the part of such year that he served on the Board. He will also receive a grant of restricted stock units (RSUs) having a grant-date fair value of $300,000, vesting in three annual installments on the first three anniversaries of the date of grant, subject to his continued service through each vesting date. The RSUs are subject to the terms of NerdWallet’s 2021 Equity Incentive Plan, RSU Award Grant Notice, and Award Agreement. Mr. Taylor’s compensation is made in accordance with the Company’s non-employee director compensation policy. In addition, Mr. Taylor will enter into an indemnification agreement with the Company consistent with the form of indemnification agreement entered into between the Company and its existing non-employee directors.
There are no arrangements or understandings between Mr. Taylor and any other person pursuant to which Mr. Taylor was appointed to the Board. Mr. Taylor has not entered into any transactions with the Company that are required to be disclosed pursuant to Item 404(a) of Regulation S-K. Furthermore, there are no family relationships between Mr. Taylor and any of the Company’s officers or directors that are required to be disclosed pursuant to Item 401(d) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On September 28, 2022, the Company issued a press release announcing the changes to the composition of its Board. A copy of this press release is furnished as Exhibit 99.1 hereto and is incorporated by reference.
The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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.
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.
September 28, 2022
|By:||/s/ Ekumene M. Lysonge|
|Ekumene M. Lysonge|
|General Counsel and Corporate Secretary|
Maurice Taylor Appointed to NerdWallet's Board of Directors
SAN FRANCISCO, September 28, 2022 -- NerdWallet, Inc. (Nasdaq: NRDS), a platform that provides financial guidance to consumers and small- and mid-sized businesses (SMBs), today announced the appointment of Maurice Taylor, Portfolio Manager at Alyeska Investment Group, to its Board of Directors, effective October 1, 2022. Maurice will also serve as a member of the Audit Committee of the Board of Directors.
Maurice has extensive experience working in public equity investing and capital markets across a wide range of sectors including technology, software, consumer and healthcare. His background enables him to bring a diverse and valuable perspective in advising companies to help them achieve operational excellence and growth. Prior to joining Alyeska in 2015, Maurice served as an Equity Research Analyst at Millennium Management as well as an Investment Banking Associate at J.P. Morgan. He holds a B.A. with High Distinction in Economics from the University of Michigan-Dearborn, a J.D. from Harvard Law School, and an M.B.A from Harvard Business School. Passionate about giving back, Maurice is an active member of his community, mentoring, volunteering and donating to nonprofits that help underserved communities in Chicago. He currently sits on the Advisory Committee for Invest for Kids and is a member of the College and Career Persistence Committee for the Chicago Jesuit Academy, providing strategic guidance and shaping the high school transition and employment programs.
“I approached Maurice because I was truly impressed by his breadth of knowledge ranging across different industries and his experience working with executives in a public market context,” said Tim Chen, co-founder and CEO of NerdWallet. “He brings relevant expertise along with a fresh perspective, and I look forward to his contributions to the Board.”
“NerdWallet is relentlessly committed to providing financial clarity and has taken a step toward helping consumers get access to equitable financial products,” said Maurice Taylor. “I am excited to join a mission-driven company that not only aligns with my values, but also where I can provide strategic counsel based on my experience to support their leaders and help the company advance toward their vision.”
NerdWallet (Nasdaq: NRDS) is on a mission to provide clarity for all of life's financial decisions. As a personal finance website and app, NerdWallet provides consumers with trustworthy and knowledgeable financial information so they can make smart money moves. From finding the best credit card to buying a house, NerdWallet is there to help consumers make financial decisions with confidence. Consumers have free access to our expert content and comparison shopping marketplaces, plus a data-driven app, which helps them stay on top of their finances and save time and money, giving them the freedom to do more. NerdWallet is available for consumers in the U.S., UK and Canada.
“NerdWallet” is a trademark of NerdWallet, Inc. All rights reserved. Other names and trademarks used herein may be trademarks of their respective owners.