Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date Earliest Event Reported):

September 19, 2023

BARK, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39691

85-1872418

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

120 Broadway, Floor 12

New York, NY

10271

(Zip Code)

(Address of Principal Executive Offices)

(855) 501-2275

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on

which registered

Common Stock, par value $0.0001

BARK

New York Stock Exchange

Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share

BARK WS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 19, 2023, the Board of Directors (the “Board”) of BARK, Inc. (the “Company”) appointed Mr. Larry Bodner as a new Class C member of the Board, effective immediately, for a term expiring at the Company's 2024 annual meeting of stockholders and until his successor is duly elected and qualified.

In connection with the appointment of Mr. Bodner, the size of the Board was increased from seven to eight members.

As a non-employee director, Mr. Bodner is entitled to receive compensation arrangements in accordance with the Company’s Director Compensation Program, which currently includes an annual cash retainer of $40,000, paid in substantially equal quarterly installments, and an initial award of $300,000 in Restricted Stock Units (“RSUs”), which will vest on the one-year anniversary of the grant date (subject to the director's continued service through the vesting date), and additional annual awards of RSUs, in an amount to be determined by the Board, upon continuing service as of the respective dates of the Company's future annual meetings of stockholders, each of which will vest on the one-year anniversary of such grant, provided that the annual awards will become fully vested as of the day immediately preceding the relevant annual meeting date, if sooner, subject in each case to the director's continued service through the vesting date.

In addition, the Board appointed Mr. Bodner to its Audit Committee, having determined that Mr. Bodner satisfies all applicable requirements to serve on such committee, including without limitation the applicable requirements of the New York Stock Exchange and the Securities Exchange Act of 1934, as amended. Mr. Bodner shall receive an additional annual cash retainer of $10,000, paid in substantially equal quarterly installments, for service on such committee.

The Company will enter into its customary form of Indemnity Agreement with Mr. Bodner.

There is no arrangement or understanding between Mr. Bodner and any other persons pursuant to which Mr. Bodner was appointed as a director. Furthermore, there are no transactions between Mr. Bodner and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

A copy of the Company's press release announcing Mr. Bodner's appointment is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is furnished herewith.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit No.						Description
99.1						Press Release dated S eptember 20, 2023
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


BARK, Inc.


By:			/s/ Allison Koehler
			Name: Allison Koehler
			Title: General Counsel and Secretary

Date: September 20, 2023

BARK Announces Appointment of Larry Bodner to Board of Directors

Mr. Bodner Brings Over 35 Years of Consumer-Packaged Goods Experience to BARK

NEW YORK – September 20, 2023 – BARK, Inc. (“BARK” or the “Company”) (NYSE: BARK), a leading global omnichannel dog brand with the mission to Make All Dogs Happy, today announced that Larry Bodner has joined the Company’s Board of Directors (the “Board”), effective immediately.

Mr. Bodner brings over 35 years of operational and financial experience spanning the consumer-packaged goods industry, and currently serves as Chief Executive Officer of Bulletproof 360, a functional nutrition and wellness company. He is also a member of the Board of Directors of Hostess Brands, where he has served as a Director since 2016.

“Larry brings extensive leadership experience across the CPG industry and has consistently demonstrated his ability to build and grow consumer brands,” said Matt Meeker, Chief Executive Officer. “Having served as the Chief Financial Officer of Big Heart Pet, which was acquired by The J.M. Smucker Company for $6 billion in 2015, he also brings valuable expertise in the pet consumables space. Collectively, his operational and industry experience will be a valuable addition to the team, and I am thrilled to welcome him to our Board.”

“Having spent the majority of my career fostering the growth and profitability of leading consumer brands, I am eager to join the talented team at BARK,” said Mr. Bodner. “The team has built an incredible brand, and its early success in expansive categories like consumables presents significant long-term opportunity. I look forward to working with Matt and the rest of the Board to help BARK realize its full potential.”

About Larry Bodner

Mr. Bodner is a highly experienced operational and financial executive who currently serves as Chief Executive Officer of Bulletproof 360, a functional nutrition and wellness company, a role he has held since 2019. Prior to that, Mr. Bodner was the Co-Founder and Chief Financial Officer of Sovos Brands (NASDAQ: SOVO), a food company known for brands including Rao’s Homemade and Noosa Yoghurt. Previously, Mr. Bodner served as the Chief Financial Officer of Big Heart Pet, the producer and distributor of brands such as Milk-Bone, Kibbles ‘n Bits, and Meow Mix. In 2015, Mr. Bodner helped lead the sale of Big Heart Pet to The J.M. Smucker Company for $6 billion. Mr. Bodner has also held roles at The Walt Disney Company and Procter & Gamble. Mr. Bodner currently serves as a member of the Board of Directors of Hostess Brands (NASDAQ: TWNK). He holds an MBA from Duke University and a BA from Dickinson College.

About BARK

BARK is the world’s most dog-centric company, devoted to making dogs happy with the best products, services and content. BARK’s dog-obsessed team applies its unique, data-driven understanding of what makes each dog special to design playstyle-specific toys, wildly satisfying treats, great food for your dog’s breed, effective and easy to use dental care, and dog-first experiences that foster the health and happiness of dogs everywhere. Founded in 2011, BARK loyally serves dogs nationwide with themed toys and treats subscriptions, BarkBox and BARK Super Chewer; custom product collections through its retail partner network, including Target and Amazon; its high-quality, nutritious meals made for your breed with BARK Food; and products that meet dogs’ dental needs with BARK Bright®. At BARK, we want to make dogs as happy as they make us because dogs and humans are better together. Sniff around at shop.BARK.co for more information.

Contacts

Investors:

Michael Mougias

investors@barkbox.com

Media:

Garland Harwood

press@barkbox.com

Cover	Sep. 19, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Sep. 19, 2023
Entity Registrant Name	BARK, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39691
Entity Tax Identification Number	85-1872418
Entity Address, Address Line One	120 Broadway, Floor 12
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10271
City Area Code	855
Local Phone Number	501-2275
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001819574
Amendment Flag	false
Common Stock, par value $0.0001
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001
Trading Symbol	BARK
Security Exchange Name	NYSE
Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol	BARK WS
Security Exchange Name	NYSE