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): ~~December 27~~January 5, ~~2022~~2023

Poshmark, Inc.

(Exact name of Registrant as specified in its Charter)

Delaware

001-39848

27-4827617

(State or other jurisdiction

of incorporation)

(Commission

File No.)

(IRS Employer

Identification No.)

203 Redwood Shores Parkway, 8^th Floor,

Redwood City, California

94065

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number: (650) 626-4771

(Registrant’s telephone number, including area code)

Not Applicable

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

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, par value $0.0001 per share

POSH

The Nasdaq Global Select Market

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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.~~Introductory ~~Submission of Matters to a Vote of Security Holders~~Note.

AtThis aCurrent ~~special~~Report ~~meeting~~on ofForm ~~stockholders~~8-K ofis ~~Poshmark,~~being ~~Inc.~~filed (in connection with the ~~“Company”~~completion orof ~~“Poshmark”)~~the ~~held~~previously onannounced ~~December~~Agreement and Plan of Merger, dated as of October 273, 2022 (the “~~Special~~Merger ~~Meeting~~Agreement”), ~~the~~by ~~Company’s~~and ~~stockholders~~among ~~voted~~Poshmark, toInc., ~~approve~~a ~~the~~Delaware ~~Company’s~~corporation ~~pending~~(“Poshmark” ~~acquisition~~or bythe “Company”), NAVER Corporation, a public corporation organized under the laws of the Republic of Korea (“~~Naver~~NAVER” or “Parent”), Proton Parent, Inc., Asa ofDelaware ~~the~~corporation ~~date~~and a wholly owned subsidiary of ~~this~~Parent ~~Current~~(“Proton ~~Report~~Parent”), onand ~~Form 8-K~~Proton Merger Sub, ~~the~~ ~~transaction~~Inc., isa ~~expected~~Delaware tocorporation ~~close~~and ina ~~early~~wholly ~~January~~owned ~~2023~~subsidiary of Proton Parent (“Merger Sub”).

AsOn ~~of November~~January 25, ~~2022,~~2023 (the ~~record date for the Special Meeting, there were 54,649,854 shares of Poshmark Class A common stock, par value $0.0001 per share (~~“~~Class A~~Closing ~~common stock~~Date”) ~~and 24~~,~~592,080~~ ~~shares~~pursuant ofto ~~Poshmark~~the ~~Class B~~Merger ~~common stock~~Agreement, ~~par~~Merger ~~value~~Sub ~~$0.0001~~merged ~~per~~with ~~share (“Class B common stock”~~ and ~~together~~into ~~with~~the ~~Class A~~Company ~~common stock,~~ (the “~~Poshmark common stock~~Merger” ~~or “Company common stock”~~), ~~outstanding~~with ~~and entitled to vote at~~ the ~~Special~~Company ~~Meeting.~~surviving ~~Each holder of Class A common stock was entitled to one (1) vote for each share of Class A common stock owned of record on~~ the ~~record~~Merger ~~date~~as ~~and~~an ~~each~~indirect ~~holder~~subsidiary of ~~Class B common stock was entitled to ten (10) votes for each share of Class B common stock owned of record on the record date~~Parent. At the Special Meeting, a total of 258,471,032 votes, representing approximately 85.99% of the voting power of the outstanding shares of Poshmark common stock entitled to vote, were present virtually or by proxy, constituting a quorum to conduct business.

AtItem ~~the Special Meeting, the Company’s stockholders voted on the proposal listed below~~2.01 ~~The~~Completion ~~proposal~~of isAcquisition ~~described~~or inDisposition ~~detail in the Company’s proxy statement for the Special Meeting filed with the Securities and Exchange Commission on November 25, 2022 (the “Proxy Statement”). The final results~~ of ~~the votes regarding the proposal are set forth below~~Assets. ~~There are no recorded broker non-votes.~~

~~Proposal~~The 1:information ~~The~~set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. Capitalized terms used herein but not otherwise defined herein have the meanings ascribed to such terms in the Merger ~~Proposal~~Agreement.

ToAt ~~adopt~~ the ~~Agreement~~Effective ~~and~~time, ~~Plan~~each share of ~~Merger~~Class A common stock, ~~dated~~par asvalue of$0.0001 ~~October 3~~per share, ~~2022~~of the Company (the “~~Merger~~Class A ~~Agreement~~Common Stock”), by and ~~among~~Class B ~~the~~common ~~Company~~stock, ~~Naver,~~par ~~Proton~~value ~~Parent, Inc~~$0.,0001 aper ~~Delaware~~share ~~corporation~~(“Class B Common Stock” and atogether ~~wholly~~with ~~owned~~the ~~subsidiary~~Class A ofCommon ~~Naver~~Stock, (the “~~Proton~~Poshmark ~~Parent~~Common Stock” or “Company Common Stock”), ~~and~~outstanding ~~Proton~~immediately ~~Merger~~prior ~~Sub,~~to ~~Inc.,~~the aEffective ~~Delaware~~Time ~~corporation~~(other ~~and~~than aany ~~wholly~~shares of Poshmark Common Stock that were held by the Company as treasury stock, owned ~~subsidiary~~by Parent or any of its subsidiaries (including Proton Parent (“and Merger Sub”)., ~~Pursuant~~or toany ~~the~~shares ~~terms~~ of ~~the~~Company ~~Merger~~Common ~~Agreement,~~Stock ~~Merger~~as ~~Sub~~to ~~will~~which ~~merge~~appraisal ~~with~~rights ~~and~~have ~~into~~been ~~the~~properly ~~Company~~exercised ~~and~~in ~~the~~accordance ~~separate~~with ~~corporate~~Delaware ~~existence~~law), ofwas ~~Merger~~canceled, ~~Sub~~extinguished ~~will~~and ~~cease,~~converted ~~with~~into the ~~Company~~right ~~continuing~~to asreceive ~~the~~$17.90 ~~surviving~~in ~~corporation~~cash ~~and~~(the a“Per ~~wholly~~Share ~~owned~~Price”), ~~subsidiary~~subject ofto ~~Naver~~applicable withholding taxes (the “Merger Consideration”).

~~The~~In ~~total~~addition, ~~number~~pursuant ~~of the votes (based on the voting power of shares of Poshmark common stock entitled~~ to ~~vote) with respect to~~ the Merger Agreement ~~Proposal~~(unless ~~were~~otherwise asnoted ~~follows~~below), ~~and~~at the ~~proposal~~Effective ~~was approved~~Time:

Votes For		VotesAgainst		Abstentions
258,328,439		86,220		56,373

•

Each Company stock option that was outstanding and vested (a “Vested Company Option”) as of immediately prior to the Effective Time was automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Company Common Stock subject to such Vested Company Option as of immediately prior to the Effective Time and (ii) the excess, if any, of the Per Share Price over the exercise price per share of such Vested Company Option.

~~The~~• ~~proposal~~Each Company stock option that is not a Vested Company Option and was outstanding as of immediately prior to ~~approve~~the Effective Time (an “Unvested Company Option”) was automatically cancelled and converted into the ~~adjournment~~right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the ~~Special~~number ~~Meeting~~of shares of Company Common Stock subject to asuch ~~later~~Unvested ~~date~~Company orOption ~~dates~~as of immediately prior to the Effective Time and (ii) the excess, if ~~necessary~~any, orof ~~appropriate~~the Per Share Price over the exercise price per share of such Unvested Company Option (the “Cash Replacement Company Option Amounts”), which Cash Replacement Company Option Amounts will, subject to ~~solicit~~the ~~additional~~holder’s ~~proxies~~continued ifservice ~~there~~with ~~were~~Parent ~~insufficient~~or ~~votes~~its toaffiliates ~~adopt~~through the ~~Merger~~applicable ~~Agreement~~vesting dates, ~~was~~vest ~~not~~and ~~voted~~be ~~upon~~payable at the ~~Special~~same ~~Meeting~~time ~~because~~as ~~there~~the Unvested Company Option for which such Cash Replacement Company Option Amounts were ~~sufficient~~exchanged ~~votes~~would athave vested pursuant to its terms. All Cash Replacement Company Option Amounts have the ~~time~~same terms and conditions (including with respect to vesting) as applied to the Unvested Company Option for which they were exchanged, except for terms rendered inoperative by reason of the ~~Special~~Merger ~~Meeting~~or tofor ~~approve~~other ~~Proposal~~administrative 1.or ministerial changes.

~~Cautionary~~• ~~Statement~~Each ~~Regarding~~Vested ~~Forward-Looking~~Company ~~Statements~~Option and Unvested Company Option with an exercise price per share equal to or greater than the Per Share Price was cancelled automatically at the Effective Time for no consideration.

~~This~~• ~~Current~~Each ~~Report~~award onof ~~Form~~restricted ~~8-K~~stock ~~contains~~units (“~~forward-looking statements~~RSUs”) ~~within the meaning~~ of the ~~federal~~Company ~~securities~~that ~~laws,~~was ~~including~~outstanding ~~Section 27A~~and ofvested ~~the Securities Act of 1933,~~ as ~~amended, and Section 21E~~ of ~~the~~immediately ~~Exchange~~prior ~~Act.~~to ~~These forward-looking statements are based on~~ the ~~Company’s~~Effective ~~current~~Time ~~expectations,~~or ~~estimates~~that ~~and~~vests ~~projections~~in ~~about~~accordance ~~the~~with ~~expected date of closing of the proposed transaction and the potential benefits thereof,~~ its ~~business~~terms and industry, management’s beliefs and certain assumptions made by the Company and NAVER, all of which are subject to change. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as ~~“expect,”~~a ~~“anticipate,”~~result “intend,” “plan,” “believe,” “could,” “seek,” “see,” “will,” “may,” “would,” “might,” “potentially,” “estimate,” “continue,” “expect,” “target,” similar expressions or the negatives of ~~these words or other comparable terminology that convey~~ the

uncertainty of future events or outcomes. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control, and are not guarantees of future results, such as statements about the consummation of the ~~proposed~~Merger transaction and the anticipated benefits thereof. These and other forward-looking statements, including the failure to consummate the proposed transaction or to make or take any filing or other action required to consummate the proposed transaction on a timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (~~i) the ability of the parties to consummate the proposed transaction in~~ a ~~timely~~“Vested manner or at all; (ii) the satisfaction (or waiver) of closing conditions to the consummation of the proposed transaction; (iii) potential delays in consummation the proposed transaction; (iv) the ability of the Company ~~to timely and successfully achieve the anticipated benefits of the proposed transaction; (v~~RSU”) ~~the~~ ~~occurrence~~was ofautomatically ~~any~~cancelled ~~event, change or other circumstance or condition that could give rise to the termination of the merger agreement; (vi) the impact of the COVID-19 pandemic~~ and ~~the~~converted ~~current~~into ~~conflict between~~ the ~~Russian~~right ~~Federation and Ukraine on the Company’s business and general economic conditions; (vii) the Company’s ability~~ to ~~implement~~receive ~~its~~an ~~business~~amount ~~strategy;~~in ~~(viii) significant~~cash ~~transaction costs associated with the proposed transaction;~~ (~~ix) potential~~without ~~litigation~~interest ~~relating to the proposed transaction; (x) the risk that disruptions from the proposed transaction will harm the Company’s business, including current plans~~ and ~~operations;~~subject ~~(xi) the ability of the Company~~ to ~~retain~~applicable ~~and~~withholding ~~hire key personnel; (xii~~taxes) ~~potential~~ ~~adverse~~equal ~~reactions or changes~~ to ~~business relationships resulting from~~ the ~~announcement~~product ~~or completion~~ of ~~the proposed transaction;~~ (~~xiii~~i) ~~legislative,~~ ~~regulatory and economic developments affecting~~ the ~~Company’s~~Per ~~business;~~Share ~~(xiv) general~~Price ~~economic~~ and ~~market developments and conditions;~~ (xvii) ~~the~~ ~~evolving legal, regulatory and tax regimes under which~~ the ~~Company~~total ~~operates;~~number ~~(xvi) potential business uncertainty, including changes to existing business relationships, during the pendency~~ of ~~the~~shares ~~merger that could affect the Company’s financial performance; (xvii) restrictions during the pendency~~ of ~~the proposed transaction that may impact the~~ Company’s ~~ability~~Common toStock ~~pursue~~subject ~~certain business opportunities or strategic transactions; and (xviii) unpredictability and severity of catastrophic events, including, but not limited~~ to, ~~acts~~such ofVested ~~terrorism or outbreak of war or hostilities, as well as the~~ Company’s ~~response~~RSU ~~to any of the aforementioned factors. These risks,~~ as well as other risks associated with the proposed transaction, are more fully discussed in the Proxy Statement. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” in the Company’s most recent annual and quarterly reports filed with the SEC and any subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed from time to time and available at www.sec.gov. While the list of ~~factors~~immediately ~~presented~~prior ~~here is, and the list of factors presented in the Proxy Statement is, considered representative, no such list should be considered~~ to ~~be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to~~ the ~~realization~~Effective ~~of forward-looking statements~~Time. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability and similar risks, any of which could have a material adverse effect on the Company’s financial condition, results of operations, or liquidity. The forward-looking statements included herein are made only as of the date hereof. The Company does not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

•

Subject to certain exceptions, each award of RSUs that was outstanding as of immediately prior to the Effective Time that is not a Vested Company RSU (an “Unvested Company RSU”) was automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company Common Stock subject to such Unvested Company RSU as of immediately prior to the Effective Time (the “Cash Replacement Company RSU Amounts”), which Cash Replacement Company RSU Amounts will, subject to the holder’s continued service with Parent or its affiliates through the applicable vesting dates, vest and be payable at the same time as the Unvested Company RSU for which such Cash Replacement Company RSU Amounts were exchanged would have vested pursuant to its terms. All Cash Replacement Company RSU Amounts have the same terms and conditions (including with respect to vesting) as applied to the Unvested Company RSU for which they were exchanged, except for terms rendered inoperative by reason of the Merger or for other administrative or ministerial changes. Notwithstanding the foregoing, in December 2022, the parties agreed to accelerate the vesting of Unvested Company RSUs that were scheduled to vest between January 1, 2023 and December 31, 2023 to instead vest in one tranche as of January 1, 2023.

The foregoing description of the Merger and the Merger Agreement, and the other transactions contemplated thereby, does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on October 4, 2022, which is incorporated herein by reference.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

On the Closing Date, the Company (i) notified The Nasdaq Global Select Market (“Nasdaq”) of the consummation of the Merger and (ii) requested that Nasdaq file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the shares of the Company’s Class A Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon effectiveness of the Form 25, the Company intends to file with the SEC a Certification and Notice of Termination on Form 15 to deregister the Company’s Class A Common Stock and suspend the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act. Trading of the Company’s Class A Common Stock on Nasdaq was halted prior to the opening of trading on the Closing Date.

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

As a result of the Merger, each share of Company Common Stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was converted, at the Effective Time, into the right to receive the Merger Consideration. Accordingly, at the Effective Time, the holders of such shares of Company Common Stock ceased to have any rights as shareholders of the Company, other than the right to receive the Merger Consideration.

Item 5.01

Change in Control of Registrant.

The information set forth in the Introductory Note and Items 2.01, 3.01, 3.03 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the Merger, at the Effective Time, a change of control of the Company occurred, and the Company became an indirect subsidiary of Parent.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Pursuant to the Merger Agreement, at the Effective Time, Navin Chaddha, Manish Chandra, Ebony Beckwith, Jeff Epstein, Jenny Ming, Hans Tung and Serena Williams each ceased to be directors of the Company.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

In connection with the completion of the Merger and pursuant to the Merger Agreement, upon the Effective Time, Poshmark’s certificate of incorporation and bylaws were amended and restated in their entirety. Copies of the Second Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws are filed as Exhibit 3.1 and 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.		Description

2.1		Agreement and Plan of Merger, by and among Poshmark, Inc., NAVER Corporation, Proton Parent, Inc., and Proton Merger Sub, Inc., dated October 3, 2022. (incorporated by reference to Exhibit 2.1 to Poshmark, Inc.’s Current Report on Form 8-K, filed October 4, 2022).

3.1		Second Amended and Restated Certificate of Incorporation of the Company.

3.2		Amended and Restated Bylaws of the Company.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

	Poshmark, Inc.
Date: January 5, 2023	POSHMARK, INC.
Dated: December 27, 2022	By:	/s/ Manish Chandra
	By:	/s/ Manish Chandra
		Name: Manish Chandra
	Name:	Manish Chandra
		Title: Chief Executive Officer
	Title:	Chief Executive Officer

Filing Compare · Poshmark, Inc.