Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 21, 2020, the Board of Directors (the "Board") of Peloton
Interactive, Inc. (the "Company") designated Allen J. Klingsick, age 42, the
Company's Chief Accounting Officer as its Principal Accounting Officer,
effective immediately. Jill Woodworth, who had previously been designated as the
Company's Principal Accounting Officer will continue in her role as Chief
Financial Officer and Principal Financial Officer of the Company.
Mr. Klingsick joined the Company as its Chief Accounting Officer in March
2020. Previously, Mr. Klingsick served as Senior Vice President and Chief
Accounting Officer of Hilton Grand Vacations Inc. ("HGV"), a vacation-property
ownership company, from January 2017 to March 2020. From February 2013 to
January 2017, Mr. Klingsick served in a variety of roles at Hilton Worldwide
Holdings Inc., a hospitality company, and HGV, including as Vice President & HGV
Controller. Mr. Klingsick is a Certified Public Accountant and holds a B.S. in
Accounting and a Masters of Professional Accountancy from the University of
Nebraska-Lincoln.
There are no arrangements between Mr. Klingsick and any other persons,
pursuant to which he was appointed as Principal Accounting Officer, no family
relationships among any of the Company's directors or executive officers and Mr.
Klingsick 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.
In connection with his designation as Chief Accounting Officer and Principal
Accounting Officer, Mr. Klingsick is eligible for the following compensation:
(i) a base salary of $375,000, (ii) an annual target cash bonus equal to 50% of
his annual base salary, subject to the satisfaction of performance conditions
approved by the Board or Compensation Committee of the Board (the "Committee"),
which will be prorated based on the number of days Mr. Klingsick was employed by
the Company during the fiscal year in which his employment began, (iii) up to
$75,000 reimbursement in connection with relocation expenses and (iv) a
restricted stock unit award to acquire shares of the Company's Class A Common
Stock with an aggregate fair market value of $2.0 million (the "RSU Award"). The
RSU Award will vest and settle over four years, with 25% vesting on May 17, 2021
and 6.25% vesting quarterly thereafter, subject to Mr. Klingsick providing
continued services to the Company through each vesting date. Mr. Klingsick is
also eligible to participate in the Company's Severance and Change in Control
Plan as a Tier 1 Participant. The Severance and Change in Control Plan was filed
as Exhibit 10.8 to the Company's Registration Statement on Form S-1 (No.
333-233482), as filed with the Securities and Exchange Commission (the "SEC") on
September 10, 2019, and is incorporated by reference herein.
In addition to the compensation arrangement described above, the Company
intends to enter into its standard form of indemnification agreement with Mr.
Klingsick. The form of indemnification agreement was filed as Exhibit 10.1 to
the Company's Registration Statement on Form S-1 (No. 333-233482), as filed with
the SEC on August 27, 2019, and is incorporated by reference herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On April 21, 2020, the Board amended and restated the Company's bylaws (the
"Amended and Restated Bylaws") to adopt a new Article XI, Exclusive Forum, a
provision designating the federal district courts of the United States as the
exclusive jurisdiction for any litigation arising under the Securities Act of
1933, as amended (the "Exclusive Forum Provision").
The foregoing summary and description of the Exclusive Forum Provision of the
Amended and Restated Bylaws does not purport to be complete and is qualified in
its entirety by reference to the full text of the Amended
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and Restated Bylaws, a copy of which is filed as Exhibit 3.1 with this Current
Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibit
No. Description
3.1 Amended and Restated Bylaws.© Edgar Online, source Glimpses
PELOTON INTERACTIVE, INC. 
