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): August 2, 2021
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction
101 North Brand Boulevard, 11th Floor
|(Address of Principal Executive Offices)||(Zip Code)|
(Registrants Telephone Number, Including Area Code)
(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 Instructions 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:
Name of Exchange
on Which Registered:
|Common Stock, par value $0.001 per share||LZ||The Nasdaq Global Select Market|
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 August 2, 2021, the Board of Directors (the Board) of LegalZoom.com, Inc. (the Company) increased the size of the Board from nine to ten members and appointed Elizabeth (Liz) Hamren as a member of the Board, to serve as a Class III director, until the Companys 2024 annual meeting of stockholders and until her successor is duly elected and qualified. The Board has determined that Ms. Hamren is an independent director under the listing standards of the Nasdaq Stock Market LLC (Nasdaq). There are no arrangements or understandings between Ms. Hamren and any other person pursuant to which she was selected as a member of the Board. In addition, there are no transactions in which Ms. Hamren has an interest, that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.
As an eligible director as defined in the Companys Eligible Director Compensation Policy (the Director Compensation Policy), Ms. Hamren will receive a cash retainer of $35,000 per year, payable in four equal quarterly installments for her service on the Board. The annual retainer is pro-rated for partial years of service. Prior to the start of each fiscal year, Ms. Hamren may elect to receive 100% of her annual cash compensation for the next fiscal year as a restricted stock unit award under the Companys 2021 Equity Incentive Plan (or any successor equity plan) (the 2021 Plan) for the number of shares equal to her projected annual cash compensation for such fiscal year divided by the average closing price of the Companys common stock, as reported on Nasdaq, over the 30 calendar day period ending five calendar days before the grant date (the Share Price).
Also in accordance with the Director Compensation Policy, on August 2, 2021, Ms. Hamren was granted a restricted stock unit award under the 2021 Plan for the number of shares of the Companys common stock, equal to $200,000 divided by the Share Price, vesting in equal annual installments on the first, second and third anniversary of the grant date, provided she continues to be an eligible director on such vesting date. In addition, on the date of each annual meeting of the Companys stockholders, Ms. Hamren will be granted a restricted stock unit award for the number of shares of the Companys common stock, equal to $200,000 divided by the Share Price, vesting on the earlier to occur of (a) the Companys next annual meeting of stockholders and (b) the first anniversary of the grant date, provided she continues to be an eligible director on such vesting date. In accordance with the Director Compensation Policy, all of Ms. Hamrens unvested equity awards at a time of a change of control shall vest immediately prior to the consummation of such change of control.
Ms. Hamren will enter into the Companys standard form of indemnification agreement, which is filed as Exhibit 10.4 to the Companys Form S-1, as amended (File No. 333-256803) (the Registration Statement). The Director Compensation Policy is filed as Exhibit 10.13 to the Companys Registration Statement.
|Item 7.01|| |
Regulation FD Disclosure.
On August 3, 2021, the Company issued a press release announcing Ms. Hamrens appointment as a director of the Company. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Item 7.01 and in Exhibit 99.1 is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Companys filings under the Securities Act of 1933, as amended, or the Exchange Act.
|Item 9.01|| |
Financial Statements and Exhibits.
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.
Dated: August 3, 2021
Chief Executive Officer
Microsoft Executive Elizabeth Hamren Joins LegalZoom Board of Directors
Hamren Brings Experience in Subscription-Service Marketing and Product Development to the Board
GLENDALE, Calif.August 3, 2021 LegalZoom.com, Inc. (NASDAQ: LZ), the leading online platform for legal and compliance services, has appointed Elizabeth (Liz) Hamren, corporate vice president for gaming experiences and platforms at Microsoft, to its board of directors.
LegalZoom, which completed its initial public offering in June 2021, has added independent members to its board of directors in recent months. Hamren brings to the board an extensive background in engineering, product management, marketing and operations for subscription-based technology products. For the past three years, she has led product and engineering for Xbox consumer products and services, including the flagship Xbox Game Pass subscription service, Xbox hardware and platform software, and PC experiences. Before Gaming, she led marketing and business for Microsoft devices.
Prior to her role at Microsoft, Hamren led global marketing and sales for Oculus at Facebook and launched the industry-defining Oculus Rift virtual reality headset. She also ran marketing, subscriptions, and direct sales for Dropcam, growing its user base by 10x before the company was sold to Google/Nest. Earlier in her career, Hamren held product and marketing leadership positions at public and private companies including Plantronics, Jawbone and OQO.
Liz brings a wealth of relevant experience to our board and will be a tremendous resource as we continue to grow our customer base and expand our products and services for small business owners and aspiring entrepreneurs, said LegalZoom CEO Dan Wernikoff. She has first-hand experience launching and scaling some of the most popular consumer technology and subscription-based services in the world. Im excited to work with her as we continue our growth and fulfill our mission to democratize law.
Im inspired by LegalZooms mission to make legal services more affordable and accessible to entrepreneurs and individuals who want legal protections for themselves and their families, Hamren said. I am eager to work alongside Dan and the other directors to guide the companys continued success and bring my experience and perspective to further the LegalZoom mission.
In addition to her executive leadership roles, Hamren has served on the boards of Owl Cameras, Plume Design, SNUPI Technologies and Cozi. She has a BSE in Civil Engineering and Operations Research from Princeton University and an MBA from Harvard Business School.
LegalZoom is a leading online platform for legal and compliance solutions in the United States that is on a mission to democratize law. LegalZoom operates across all 50 states and over 3,000 counties in the United States and has more than 20 years of experience navigating complex regulations and simplifying the legal and compliance process for its customers. Driven by its core value that every business deserves the full protection of the legal system and a simple way to stay compliant with it, LegalZoom helps its customers form and protect their businesses, their ideas and families. In 2020, 10% of all new LLCs and 5% of all new corporations in the United States were formed through LegalZoom, enabling small business owners to apply their energy and passion to their businesses instead of the legal and regulatory complexity required to operate them. In addition to business formations, LegalZoom offers ongoing compliance and tax advice, trademark and copyright filings and estate planning documents to protect small businesses and the families that create them.
Alexandra Gardell Kreuter