8-KThe WireRed Alert
Executive Change
Filed Sep 28, 2023 · 2y ago · Accession 0001552781-23-000389
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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): September 25, 2023
_______________________________________
UBER TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
_______________________________________
Delaware
001-38902
45-2647441
(State
or other jurisdiction of incorporation or organization)
(Commission
File Number)
(I.R.S. Employer Identification No.)
1515 Third Street
San Francisco ,
California 94158
(Address
of principal executive offices, including zip code)
(415) 612-8582
( 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:
o
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
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 $0.00001 per share
UBER
New
York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth
company as defined in in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of
1934 (17 CFR §240.12b-2).
Emerging growth company
o
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. o
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .
On September 27, 2023,
Uber Technologies, Inc. (the “Company”) announced the appointment of Prashanth Mahendra-Rajah as the Chief Financial Officer
(“CFO”) of the Company, effective on November 13, 2023 (the “Effective Date”). Mr. Mahendra-Rajah will also serve
as Senior Vice President, Finance beginning November 1, 2023. Nelson Chai, the Company’s current CFO, will cease serving as CFO
as of the Effective Date, and as previously disclosed on a Form 8-K filed on August 1, 2023, Mr. Chai will stay with the Company through
January 5, 2024 to assist with the transition of his duties.
Mr. Mahendra-Rajah,
53, has served as Executive Vice President, Finance and Chief Financial Officer of Analog Devices, Inc., a global technology company and
semiconductor manufacturer since June 2022 and its Senior Vice President, Finance and Chief Financial Officer from September 2017 to June
2022. Prior to Analog Devices, Mr. Mahendra-Rajah was Chief Financial Officer of WABCO Holdings Inc., a global supplier of commercial
vehicle technologies, from June 2014 to September 2017. He previously served as Division CFO and in other financial leadership roles at
Applied Materials, Inc. (2012 to 2014), Visa Inc. (2010 to 2012), and United Technologies Corporation (1998 to 2010). Mr. Mahendra-Rajah
has served as a member of the board of directors of The Goodyear Tire & Rubber Company since June 2021, where he serves on the audit
committee and committee on corporate responsibility and compliance.
There are no arrangements
or understandings between Mr. Mahendra-Rajah and any other person pursuant to which Mr. Mahendra-Rajah was appointed as Senior Vice President,
Finance and CFO of the Company. There are no family relationships between Mr. Mahendra-Rajah and any director or executive officer of
the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
Mahendra-Rajah Employment
Agreement
On September 25, 2023, the Company entered into an employment agreement
with Mr. Mahendra-Rajah (the “Employment Agreement”), which provides that Mr. Mahendra-Rajah’s employment will be at-will.
Under the Employment Agreement, Mr. Mahendra-Rajah will be entitled to an annual base salary of $800,000 and will be eligible to participate
in the Company’s Executive Bonus Plan. Mr. Mahendra-Rajah will receive a restricted stock unit award of $10,000,000, which is subject
to time-based and performance-based vesting conditions, and an option to purchase $4,000,000 of the Company’s common stock, which
is subject to a time-based vesting condition. Mr. Mahendra-Rajah also will receive a signing bonus of $ 1,000,000 .
If Mr. Mahendra-Rajah voluntarily resigns or is terminated for Cause (as defined in the Company’s Amended and Restated 2019 Executive
Severance Plan) from the Company before the two-year anniversary of his start date, he will be required to repay the full amount of the
signing bonus, less 4.17% for each full month of continuous employment with the Company after his start date.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
Description
104
The cover page of this Current
Report on Form 8-K is formatted in Inline XBRL .
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.
UBER TECHNOLOGIES, INC.
Date:
September 28, 2023
By:
/s/ Dara
Khosrowshahi
Dara
Khosrowshahi
Chief Executive
Officer
Filing details
- Company
- Uber Technologies, Inc
- Ticker
- UBER
- CIK
- 1543151
- Form type
- 8-K
- Filing date
- Sep 28, 2023
- Report date
- Sep 25, 2023
- Document
- e23399_uber-8k.htm
- Size
- 198 KB