8-KThe WireRed Alert
Executive Change
Filed Jun 30, 2023 · 3y ago · Accession 0001552781-23-000316
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗Securities and Exchange Commission under Section 10D and Rule 10D-1 of the Securities Exchange
Act of 1934, as amended (“Rule 10D-1”), and the listing standards, as set forth in the New York Stock Exchange Listed Company
Manual (the “NYSE Rules” and, together with Rule 10D-1, the “Final Clawback Rules”).
The Clawback Policy provides for the mandatory recovery of erroneously
awarded incentive-based compensation from current and former executive officers of the Company as defined in Rule 10D-1 (“Section
16 Officers”) in the event that the Company is required to prepare an accounting restatement, in accordance with the Final Clawback
Rules. The recovery of such compensation applies regardless of whether a Section 16 Officer engaged in misconduct or otherwise caused
or contributed to the requirement of an accounting restatement.
The Clawback Policy also provides for the discretionary recoupment of compensation
from Section 16 Officers and any other senior executive designated by the Compensation Committee or the Board of Directors, in the event
of material breaches of restrictive covenants in an agreement between the Company and a Section 16 Officer or for other misconduct, at
the election of the Company’s Board of Directors.
Amended and Restated Executive Severance Plan
Additionally, the Compensation Committee approved the amendment and restatement
of the Company’s 2019 Executive Severance Plan, effective as of June 28, 2023, (as amended, the “ESP”) to reflect the
evolution of compensation practices since the ESP was established and to remain competitive with the Company’s peers. The ESP provides
(1) for lump sum cash payments upon a Qualifying Termination (as defined in the ESP) that is not in connection with a change in control;
(2) for the acceleration of an additional 12 months of vesting for time-based equity awards upon a Qualifying Termination not in connection
with a change in control; (3) with respect to performance-based equity awards upon a Qualifying Termination not in connection with a change
in control, (a) pro-rata vesting based on service through date of termination, (b) acceleration of an additional six months of vesting
of the time-based component of the performance-based equity awards, and (c) for the achievement of performance to be measured based on
the lesser of (x) actual performance through the prior quarter-end, or (y) target performance; and (4) the acceleration of an additional
six months of vesting for performance-based equity awards upon a Qualifying Termination that occurs in connection with a change in control.
Amended and Restated Employment Agreement
Finally, the Compensation Committee approved an amended and restated employment
agreement (the “Employment Agreement”) for Dara Khosrowshahi, the Company’s Chief Executive Officer, to make certain
administrative and clarifying updates, effective June 28, 2023. There were no changes to the level of benefits or material terms of the
Employment Agreement.
The foregoing summaries of the Clawback Policy, ESP, and Employment Agreement
do not purport to be complete and are qualified in their entirety by reference to the full text of the Clawback Policy, ESP, and Employment
Agreement, copies of which are attached hereto as Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3, respectively, to this Current Report on
Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
Exhibit Description
10.1
Clawback Policy.
10.2
Amended and Restated 2019 Executive Severance Plan.
10.3
Employment Agreement, by and between the Registrant and Dara Khosrowshahi, dated June 28, 2023.
104
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
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.
UBER TECHNOLOGIES, INC.
Date:
June 30, 2023
By:
/s/ Dara
Khosrowshahi
Dara
Khosrowshahi
Chief Executive
Officer
Filing details
- Company
- Uber Technologies, Inc
- Ticker
- UBER
- CIK
- 1543151
- Form type
- 8-K
- Filing date
- Jun 30, 2023
- Report date
- Jun 28, 2023
- Document
- e23297_uber-8k.htm
- Size
- 520 KB