Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 4, 2020, the Board of Directors (the "Board") of ContextLogic Inc.
(the "Company"), appointed Jacqueline Reses to the Board, effective upon the
closing of its initial public offering (the "IPO"). Ms. Reses will serve as a
director of the Company until her successor is duly elected and qualified.
Further, effective as of the closing of the IPO, the Board appointed Ms. Reses
to serve on the Compensation Committee of the Board. The Board determined that
Ms. Reses is independent under the listing standards of the Nasdaq Stock Market.
As a non-employee director, Ms. Reses will receive cash and equity compensation
paid by the Company pursuant to its non-employee director compensation program.
She will receive an initial grant of restricted stock units representing 111,110
shares of the Company's Class A common stock ("Class A Common Stock") pursuant
to the Company's 2020 Equity Incentive Plan. There are no arrangements or
understandings between Ms. Reses and any other person pursuant to which
Ms. Reses was selected as a director, and there are no transactions between
Ms. Reses and the Company that would require disclosure under Item 404(a) of
Regulation S-K. In addition, the Company has entered into an indemnification
agreement with Ms. Reses in connection with her appointment to the Board in
substantially the form entered into with other directors of the Company.
A copy of the press release issued by the Company announcing the foregoing is
furnished as Exhibit 99.1 hereto.
Item 5.03. Amendments to Articles of Incorporation or Bylaws.
On December 18, 2020, the Company filed a restated certificate of incorporation
(the "Restated Certificate") with the Secretary of State of the State of
Delaware in connection with the closing of the IPO. The Board and the Company's
stockholders previously approved the Restated Certificate to be filed in
connection with, and to be effective upon, the closing of the IPO.
The Restated Certificate amends and restates in its entirety the Company's
certificate of incorporation to, among other things: (i) provide that each share
of Company's Class B Common Stock ("Class B Common Stock") is entitled to 20
votes per share, and each share of Class A Common Stock is entitled to one vote
per share and the conversion features of Class B Common Stock into Class A
Common Stock, (ii) provide that any time after the Company's first annual
meeting of stockholders, when the outstanding shares of Class B Common Stock
represent less than 40% of the combined voting power of the Common Stock the
Board will be classified into three classes of directors with staggered
three-year terms and directors will only be able to be removed from office for
cause, (iii) provide that the Court of Chancery of the State of Delaware shall,
to the fullest extent permitted by law, be the sole and exclusive forum for
(a) any derivative action or proceeding brought on behalf of the Company,
(b) any action asserting a claim of breach of fiduciary duty owed by any
director, officer, other employee, or stockholder of the Company to the Company
or its stockholders, and (c) any action asserting a claim against the Company
arising pursuant to any provision of the General Corporation Law of the State of
Delaware, any provision of the Restated Certificate or Restated Bylaws (as
defined below) of the Company (in each case, as they may be amended from time to
time) or governed by the internal affairs doctrine; and (iv) provide that the
federal district courts of the United States of America shall, to the fullest
extent permitted by law, be the sole and exclusive forum for the resolution of
any claims arising under the Securities Act of 1933, as amended (the "Securities
Act"). A description of the Restated Certificate is set forth in the sections
entitled "Risk Factors" and "Description of Capital Stock" of the Company's
Prospectus (the "Prospectus") filed with the Securities and Exchange Commission
on December 17, 2020 pursuant to Rule 424(b) under the Securities Act relating
to the Registration Statement on Form S-1, as amended (File No. 333-250531).
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The foregoing description of the Restated Certificate is qualified in its
entirety by reference to the full text of the Restated Certificate, a copy of
which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Effective as of December 18, 2020, the Company adopted amended and restated
bylaws (the "Restated Bylaws") in connection with the closing of the IPO. The
Board and the Company's stockholders previously approved the Restated Bylaws to
be effective immediately prior to the closing of the IPO. The Restated Bylaws
restate the Company's bylaws in their entirety to, among other things:
(i) establish procedures relating to the presentation of stockholder proposals
at stockholder meetings; (ii) establish procedures relating to the nomination of
directors; and (iii) conform to the provisions of the Restated Certificate. A
description of the Restated Bylaws is set forth in the sections of the
Prospectus entitled "Risk Factors" and "Description of Capital Stock."
The foregoing description of the Restated Bylaws is qualified in its entirety by
reference to the full text of the Restated Bylaws, a copy of which is filed as
Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 8.01. Other Events.
On December 18, 2020, the Company closed the IPO of 46,000,000 shares of Class A
Common Stock at a price to the public of $24.00 per share. The gross proceeds to
Company from the IPO were approximately $1.1 billion, before deducting
underwriting discounts and commissions and estimated offering expenses. In
addition, the Company granted the underwriters a 30-day option to purchase up to
an additional 6,900,000 shares of Class A Common Stock.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
3.1 Amended and Restated Certificate of Incorporation of ContextLogic
Inc.
3.2 Amended and Restated Bylaws of ContextLogic Inc.
10.2 Form of Indemnification Agreement (incorporated by reference to
Exhibit 10.1 to the Company's Registration Statement on Form S-1 filed
with the Securities and Exchange Commission on November 20, 2020).
99.1 Press Release issued by the Company on December 18, 2020 announcing
the appointment of Ms. Reses to the Board of Directors.
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