8-K: Current report filing
Published on June 3, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
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(800 ) 553-4070
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 28, 2024, the Compensation Committee of the Board of Directors (“Board”) of ACV Auctions Inc. (the “Company”) recommended to the Board the grant of 2024 long-term incentive (“LTI”) awards to the Company’s Principal Executive Officer and approved a grant of 2024 LTI awards to the Company’s other executive officers. On May 29, 2024, the Board approved the grant of 2024 LTI awards to the Company’s Principal Executive Officer. The 2024 LTI awards included a new form of award consisting of performance share units (“PSUs”), which may only be settled in shares of the Company’s Class A Common Stock.
The PSUs are subject to both service-based vesting conditions and a requirement that the average closing price of the Company’s Class A Common Stock, as measured over a period of 30 trading days commencing at the grant date and ending July 1, 2027, equal or exceed a designated level (the “Stock Price Condition”). The PSUs will vest in one-third installments on each of July 1, 2025, 2026 and 2027, provided that the Stock Price Condition has been satisfied prior to the relevant date. If the Stock Price Condition has not yet been satisfied prior to the relevant date, then the PSUs that otherwise would have vested on such date will remain unvested unless and until the Stock Price Condition has been satisfied. If the Stock Price Condition has not been satisfied by July 1, 2027, then the PSUs will be forfeited on that date. In each circumstance, vesting is subject to the executive’s continued service with the Company until the time of vesting.
The number of shares of the Company’s Class A Common Stock subject to the PSUs granted to each executive is as follows:
| Number of PSUs | |||||
| George Chamoun | 91,705 | ||||
| William Zerella | 60,912 | ||||
| Vikas Mehta | 60,912 | ||||
| Michael Waterman | 60,912 | ||||
| Craig Anderson | 40,102 | ||||
| Leanne Fitzgerald | 40,102 | ||||
The PSU grants are pursuant to the terms of the Company’s 2021 Equity Incentive Plan and a PSU award agreement. The foregoing description of the PSUs does not purport to be complete and is qualified in its entirety by reference to the text of the PSU award agreements, a form of which has been filed as an exhibit to the Company’s Form 10-Q for the quarter ending March 31, 2024, filed on May 8, 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.
| ACV AUCTIONS INC. | |||||||||||||||||
| Date | June 3, 2024 |
By: |
/s/ Leanne Fitzgerald | ||||||||||||||
| Leanne Fitzgerald | |||||||||||||||||
| Chief Legal Officer | |||||||||||||||||