Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On July 15, 2022, the Board of Directors (the "Board") of Bumble Inc. (the
"Company"), acting upon the unanimous recommendations of its compensation
committee and a special committee of disinterested directors, approved a
modification to outstanding exit-vesting awards (the "Exit Vesting Awards") to
provide for an additional service-based vesting opportunity (the "Modified
Awards"). The Modified Awards include awards previously granted to certain
employees, including Whitney Wolfe Herd, Tariq M. Shaukat and Anuradha B.
Subramanian (the "Named Executive Officers"), and to the following non-employee
members of the Board: Ann Mather, Pamela A. Thomas-Graham, Elisa A. Steele,
Matthew S. Bromberg, R. Lynn Atchison and Amy M. Griffin (the "Non-Employee
Directors"). Such Modified Awards held by the Named Executive Officers and
Non-Employee Directors are incentive units of Buzz Holdings L.P., of which the
Company is the general partner, while the Modified Awards held by non-executive
officer employees were generally granted under the Bumble Inc. 2021 Omnibus
Incentive Plan.
Under the current terms of the Exit Vesting Awards, such awards generally vest,
subject to the award holder's continued employment through the vesting date, to
the extent affiliates of Blackstone Inc. receive cash proceeds in respect of
their common equity in the Company and its subsidiaries that meet certain
specified multiples on their investment and a specified internal rate of return.
The Modified Awards will, in addition to continuing to be eligible to vest
pursuant to the original terms, now also provide for vesting in 36 equal
installments, with the first installment vesting on August 29, 2022 and
subsequent installments vesting on each of the next 35 monthly anniversaries of
August 29, 2022, subject to the award holder's continued employment through each
applicable vesting date and subject to other terms and conditions of the award.
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