DEFA14A: Pinterest Announces Board Changes: Jeffery Jordan Retires, Chip Bergh Appointed

Pinterest's board sees a change as Jeffery Jordan retires and Chip Bergh joins, effective May 9, 2024.

Summary

• Pinterest announced that Jeffery Jordan retired from the Board of Directors effective May 9, 2024.
• His departure was not due to any disagreements with the company.
• Chip Bergh was appointed to the Board as a Class I director, also effective May 9, 2024.
• Mr. Bergh's term will expire at the 2026 Annual Meeting of Stockholders.
• Mr. Bergh has been appointed to the Nominating and Corporate Governance Committee and the Talent Development and Compensation Committee.
• The Board has determined that Mr. Bergh is independent within the meaning of NYSE Listing Standards, bringing the total number of independent directors to nine out of twelve.
• Mr. Bergh will receive compensation consistent with other non-employee directors.
• The changes do not impact the election of directors (Proposal One) at the Annual Meeting.
• Stockholders who have already voted do not need to take further action.

Sentiment

Score: 7

Explanation: The announcement is neutral to positive. The board changes are presented as a routine transition, with the addition of an experienced executive seen as a positive development.

Positives

• The addition of Chip Bergh brings extensive leadership experience, including his tenure as CEO of Levi Strauss & Co. and board experience at HP, Inc.
• Mr. Bergh's global, sales, marketing, and e-commerce experience from his roles at Levi Strauss and P&G are expected to benefit Pinterest.
• The Board maintains a majority of independent directors (nine out of twelve) following Mr. Bergh's appointment, adhering to NYSE Listing Standards.

Future Outlook

The company is proceeding with its Annual Meeting of Stockholders on May 23, 2024, with the described board changes in effect.

Management Comments

• The Board appreciates and thanks Mr. Jordan for his contribution to the Company as a member of the Board.

Industry Context

Board changes are a common occurrence in publicly traded companies. The appointment of a seasoned executive like Chip Bergh, with experience at Levi Strauss & Co. and P&G, reflects a focus on bringing diverse expertise to the board, particularly in areas like global operations, sales, marketing, and e-commerce.

Comparison to Industry Standards

• Pinterest's board composition, with nine out of twelve directors being independent, aligns with NYSE Listing Standards and reflects a commitment to corporate governance best practices.
• Levi Strauss & Co., where Chip Bergh previously served as CEO, is a well-known global apparel company, similar to VF Corporation where Mr. Bergh also served on the board.
• HP, Inc., where Mr. Bergh currently serves as non-executive chair, is a major technology company, providing him with experience in a different industry sector.

Management Changes

Stakeholder Impact

• Shareholders are informed of the board changes and their voting rights remain unchanged.
• Employees may be indirectly impacted by the expertise and leadership Mr. Bergh brings to the Board.
• The changes are not expected to directly impact customers, suppliers, or creditors.

Next Steps

• Stockholders are encouraged to vote their shares prior to the Annual Meeting on May 23, 2024.
• The Board will continue to operate with the new composition, including Mr. Bergh's participation in the Nominating and Corporate Governance Committee and the Talent Development and Compensation Committee.

Key Dates

Keywords

Board of Directors, Chip Bergh, Jeffery Jordan, Corporate Governance, Pinterest