SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 12, 2022
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction|
| ||(Commission File Number)|| ||(I.R.S. Employer|
969 Broadway, Suite 200
|(Address of principal executive offices)|| ||(Zip Code)|
Registrant’s telephone number, including area code: (415) 402-5202
(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:
☐ 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|
Class A Common Stock, par value $0.0001 per share
|TDUP||The Nasdaq Stock Market LLC|
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 January 12, 2022, the board of directors (the “Board”) of ThredUp Inc. (the “Company”) appointed Coretha Rushing to the Board as a Class I director, effective as of January 13, 2022. Ms. Rushing was appointed to a newly created vacancy on the Board resulting from an increase in the size of the Board from eleven (11) directors to twelve (12) directors. Concurrent with her appointment as a director of the Company, Ms. Rushing was appointed to the Compensation Committee of the Board.
As a non-employee director, Ms. Rushing will be compensated for her services in the manner described in the Company’s current Non-Employee Director Compensation Policy. The Company has also entered into its standard form of Indemnification Agreement with Ms. Rushing in connection with her appointment to the Board.
There are no arrangements or understandings between Ms. Rushing, on the one hand, and any other persons, on the other hand, pursuant to which Ms. Rushing was selected as a director. Ms. Rushing has no family relationship with any director or executive officer of the Company. Furthermore, there are no transactions between Ms. Rushing and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
On January 13, 2022, the Company issued a press release announcing the appointment of Ms. Rushing to the Board. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
* Incorporated by reference to Exhibit 10.1 filed with the Company’s Registration Statement on Form S-1 (File No. 333-253834), filed with the Securities and Exchange Commission on March 3, 2021.
** Incorporated by reference to Exhibit 10.7 filed with the Company’s Registration Statement on Form S-1 (File No. 333-253834), filed with the Securities and Exchange Commission on March 3, 2021.
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.
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|Date: January 13, 2022||By:||/s/ Sean Sobers|
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Chief Financial Officer
Coretha Rushing, Former Chief People Officer for Equifax and The Coca-Cola Company, Joins thredUP’s Board
Human resources veteran brings 35+ years of experience to thredUP’s Board of Directors to advance the company’s evolving workforce
January 13, 2022 (OAKLAND, Calif.) – thredUP (NASDAQ: TDUP), one of the largest resale platforms for women’s and kid’s apparel, shoes, and accessories, today announced that Coretha Rushing has been appointed to the company’s Board of Directors. With more than 35 years of human resources experience, Rushing will advise thredUP on its employee initiatives, with a focus on health and wellness, attraction and retention, and diversity, equity, inclusion and belonging (DEIB).
"As thredUP continues to grow and deliver resale at scale, we're doubling down on what's always been our most important asset: our people," said James Reinhart, Cofounder and CEO of thredUP. "Coretha's appointment comes at a pivotal time for the employee-employer relationship, and her expertise in human resources will be invaluable to every member of our global workforce, from our distribution centers to our corporate offices."
Rushing has held executive positions at Equifax, Inc.,The Coca-Cola Company, Pepsi, and IBM, and also founded her own consulting firm, CR Consulting Alliance LLC. She developed leadership and employee programs centered around DEIB initiatives and became Coca-Cola’s first woman Chief People Officer in the company's history in 2000. Rushing has led human resources organizations for high-growth companies during times of financial growth, global expansion and product innovation.
“Coretha understands what it takes to retain a diverse employee base across different geographies, departments and backgrounds,” said Patricia Nakache, Chairperson of the Board of Directors at thredUP. “Her skillset is a tremendous asset to thredUP and will directly benefit how we execute across a number of our priorities, including employee health and workplace culture.”
“Throughout the pandemic, employees everywhere have been reassessing what they value at work and in their personal lives,” said Rushing. “We’ve seen this play out as people are quitting their jobs and moving to new cities. I’m thrilled to join thredUP at a time when it’s more important than ever to actively listen to your workforce. New generations are putting a greater emphasis on mission-driven companies, and thredUP blends profit and purpose in a way that is meaningful for its employees and the environment.”
Rushing joins Patricia Nakache (Chair), Greg Bettinelli, Ian Friedman, Tim Haley, Jack Lazar, Norman Matthews, Dan Nova, Paula Sutter, Mandy Ginsberg, Marcie Vu, and CEO James Reinhart on thredUP’s Board of Directors.
She holds a Bachelor’s degree in Psychology from East Carolina University and a Master’s in Education with an emphasis in Human Resources and Counseling from The George Washington University.
thredUP is transforming resale with technology and a mission to inspire a new generation of consumers to think secondhand first. By making it easy to buy and sell secondhand, thredUP has become one of the world’s largest resale platforms for women’s and kids’ apparel, shoes and accessories. Sellers love thredUP because we make it easy to clean out their closets and unlock value for themselves or for the
charity of their choice while doing good for the planet. Buyers love shopping value, premium and luxury brands all in one place, at up to 90% off estimated retail price. Our proprietary operating platform is the foundation for our managed marketplace and consists of distributed processing infrastructure, proprietary software and systems and data science expertise. In 2018, we extended our platform with thredUP Resale-As-A-Service (RaaS), which facilitates modern resale for a number of the world’s leading brands and retailers. thredUP has processed over 125 million unique secondhand items from 35,000 brands across 100 categories. By extending the life cycle of clothing, thredUP is changing the way consumers shop and ushering in a more sustainable future for the fashion industry.