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 of Earliest Event Reported): May 23, 2024

_________________________

Pinterest, Inc.

(Exact Name of Registrant as Specified in its Charter)

_________________________

Delaware

001-38872

26-3607129

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

651 Brannan Street

San Francisco, California 94107

(Address of principal executive offices, including zip code)

(415) 762-7100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_________________________

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 (see General Instruction A.2. below):

☐ 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	Name of each exchange on which registered
Class A Common Stock, $0.00001 par value	PINS	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 5.07 Submission of Matters to a Vote of Security Holders.

On May 23, 2024, the Company held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on the following proposals:

1.To elect the three Class II nominees for director named in the proxy statement to hold office until the 2027 annual meeting of stockholders and until their successors have been duly elected and qualified, or until their office is otherwise vacated.

2.To approve, on an advisory non-binding basis, the compensation of the Company's named executive officers.

3.To ratify the audit and risk committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year 2024.

Holders of the shares of Class A common stock were entitled to one vote per share held as of the close of business on March 27, 2024 (the “Record Date”) and holders of the shares of Class B common stock were entitled to 20 votes per share held as of the Record Date. Holders of the shares of Class A common stock and holders of the shares of Class B common stock voted together as a single class on all matters submitted to a vote of stockholders at the Annual Meeting. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.

1.Election of directors


Nominee	For	Against	Abstain	Broker Non-Votes
Fredrick Reynolds	1,639,348,504	107,638,267	418,603	48,673,337
Scott Schenkel	1,740,382,276	6,302,331	720,767	48,673,337
Andrea Wishom	1,575,102,190	171,849,969	453,215	48,673,337

Based on the votes set forth above, each director nominee was duly elected to serve until the 2027 annual meeting of stockholders and until their successors have been duly elected and qualified, or until their office is otherwise vacated.

2.Approval, on an advisory non-binding basis, of the compensation of the Company's named executive officers


For	Against	Abstain	Broker Non-Votes
1,494,600,295	243,637,095	9,167,984	48,673,337

Based on the votes set forth above, the stockholders approved, on an advisory non-binding basis, the compensation of the Company’s named executive officers.

3.Ratification of appointment of independent registered public accounting firm


For	Against	Abstain
1,787,027,278	8,796,499	254,934

Based on the votes set forth above, the stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year 2024.

SIGNATURE

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.



	PINTEREST, INC.


Date: May 24, 2024	By:	/s/ Wanji Walcott
		Wanji Walcott
		Chief Legal and Business Affairs Officer and Corporate Secretary

Cover Page	May 23, 2024
Cover [Abstract]
Entity Central Index Key	0001506293
Amendment Flag	false
Document Type	8-K
Document Period End Date	May 23, 2024
Entity Registrant Name	Pinterest, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38872
Entity Tax Identification Number	26-3607129
Entity Address, Address Line One	651 Brannan Street
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94107
City Area Code	415
Local Phone Number	762-7100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.00001 par value
Trading Symbol	PINS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Document Information [Line Items]
Document Period End Date	May 23, 2024