Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 28, 2023 and March 29, 2023, respectively, Mr. Brian Ruder and Mr.
Dipanjan Deb each notified LegalZoom.com, Inc. ("LegalZoom") of his decision not
to stand for re-election to the Board of Directors at LegalZoom's 2023 annual
meeting of stockholders ("Annual Meeting"). Mr. Ruder and Mr. Deb will each
serve out the remainder of his term, which will expire at the Annual Meeting.
The decision of Mr. Ruder and Mr. Deb is not due to a disagreement with
LegalZoom on any matter relating to LegalZoom's operations, policies or
practices. Mr. Ruder and Mr. Deb each determined that it was an appropriate time
to end his respective service on the Board of Directors in order for the Board
of Directors to reflect a balance of independent directors to directors
affiliated with a significant stockholder of LegalZoom. LegalZoom wishes to
thank Mr. Ruder and Mr. Deb for their significant contributions to LegalZoom
during its transition as a public company.
The Board of Directors intends to reduce its size to eight members effective
immediately prior to the Annual Meeting.
Pursuant to the Director Nomination Agreement (the "Nomination Agreement"),
dated June 18, 2021, by and among LegalZoom, FPLZ I, L.P. and FPLZ II, L.P.
(collectively with their affiliated investment entities, "Francisco Partners")
and LucasZoom, LLC (collectively with its affiliated investment entities,
"Permira"), Mr. Deb was initially nominated as a director by Francisco Partners
and Mr. Ruder was initially nominated as a director by Permira. Ms. Christine
Wang and Mr. Dipan Patel, initially nominated as directors by Francisco Partners
and Permira, respectively, pursuant to the Nomination Agreement, will continue
to serve on the LegalZoom Board of Directors. After the Annual Meeting, each of
Francisco Partners and Permira will retain their right to nominate an additional
director to the Board of Directors at any time pursuant to the terms of the
Nomination Agreement.
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