BLUE APRON HOLDINGS, INC. filed this 8-K on November, 30 2017
Blue Apron Holdings, Inc. (Form: 8-K, Received: 11/30/2017 16:56:29)

p

 

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): November 27, 2017

 


 

Blue Apron Holdings, Inc .

(Exact Name of Registrant as Specified in its Charter)

 


 

Delaware

 

001-38134

 

81-4777373

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

40 West 23rd Street
New York, New York

 

10010

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (347) 719-4312

 

 

(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 Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o 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 (§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  x

 

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.  o

 

 

 



 

Item 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On November 27, 2017, Matthew B. Salzberg resigned as President and Chief Executive Officer of Blue Apron Holdings, Inc. (the “Company”), remaining as Chairman of the Company’s Board of Directors (the “Board”) with the title of Executive Chairman.  Also on November 27, 2017, the Board appointed Bradley J. Dickerson as President and Chief Executive Officer, effective immediately, and elected Mr. Dickerson as a Class II director, with a term expiring at the 2019 annual meeting of the Company.  Mr. Dickerson will also remain the Company’s Chief Financial Officer and Treasurer.

 

The Company believes that Mr. Dickerson’s experience in financial, operational and corporate strategy matters and his various senior management roles in multiple industries qualify him to serve as its President and Chief Executive Officer and as a member of the Company’s Board of Directors. As the Company’s President and Chief Executive Officer, Mr. Dickerson will not receive any additional compensation for his service as a director and will not serve on any committees of the Board.

 

Arrangements with Matthew B. Salzberg

 

Beginning December 1, 2017, Mr. Salzberg will receive an annual base salary of $470,000.  Mr. Salzberg’s employment may be terminated by either party on or after November 30, 2018 .  While employed by the Company, Mr. Salzberg will continue to participate in all employee benefits, including health insurance, made generally available to employees, but will not participate in senior executive bonus programs.

 

If Mr. Salzberg’s employment is terminated by the Company without cause prior to November 30, 2018 and prior to a change in control of the Company, the Company (i) will continue to pay Mr. Salzberg’s annual base salary through November 30, 2018 and (ii) will pay the premiums associated with Mr. Salzberg’s COBRA continuation health coverage through November 30, 2018.  If, prior to November 30, 2018, there is a change in control of the Company, the Company will make a lump sum payment to Mr. Salzberg equal to $470,000 less the amount of base salary paid to Mr. Salzberg between December 1, 2017 and the date of the change in control, less applicable withholding.  For this purpose, “change in control” shall be construed in accordance with Section 409A of the Internal Revenue Code and regulations thereunder, but a “change in control” shall be deemed not to have occurred based solely on changes in the ownership or control of the Company by Mr. Salzberg and/or his affiliates.

 

Effective as of December 4, 2017, the Board granted Mr. Salzberg a restricted stock unit award (the “RSU Award”) under the Company’s 2017 Equity Incentive Plan with respect to such number of shares of the Company’s Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), as has an aggregate fair market value of $125,000 based on the closing price of the Class A Common Stock on the New York Stock Exchange on December 4, 2017.  The RSU Award will vest one year after the date of grant, based on continued service as an employee or director of the Company.  The Board also determined that all unvested equity held by Mr. Salzberg (including the RSU Award and stock options) will accelerate in full upon a change in control of the Company.  For this purpose, a “change in control” shall be deemed not to have occurred based solely on changes in the ownership or control of the Company by Mr. Salzberg and/or his affiliates.

 

2



 

New President and Chief Executive Officer Biography

 

Bradley J. Dickerson, 52, has served as our Chief Financial Officer since February 2016, and as our Treasurer since January 2017. Before joining Blue Apron, Mr. Dickerson was employed by Under Armour, Inc., a supplier of branded performance apparel, footwear, and accessories, serving as Chief Financial Officer from March 2008 to February 2016, as Vice President of Accounting and Finance from February 2006 to February 2008, and as Corporate Controller from July 2004 to February 2006. Prior to that, he served as Chief Financial Officer of Macquarie Aviation North America, an aviation lessor, from January 2003 to July 2004, and in various capacities with Network Building & Consulting, a designer and builder of wireless telecommunications networks, from 1994 to 2003, including as Chief Financial Officer from 1998 to 2003.  Mr. Dickerson holds a B.S. degree in accounting from the University of Akron and an M.B.A. degree from Loyola University Maryland.

 

Item 7.01.  Regulation FD Disclosure.

 

On November 30, 2017, the Company announced the executive changes summarized above by a press release, which is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.

 

In accordance with General Instruction B-2 of Form 8-K, the information set forth in or incorporated by reference into this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 8.01.  Other Events.

 

On November 30, 2017, Mr. Salzberg sent a letter to employees of the Company with respect to the executive changes summarized above, the full text of which is attached hereto as Exhibit 99.2 and incorporated by reference into this Item 8.01.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

 

Description

 

 

 

99.1

 

Press Release of Blue Apron Holdings, Inc., dated November 30, 2017.

99.2

 

Letter from Matthew B. Salzberg to Company Employees, dated November 30, 2017.

 

Forward-Looking Statements

 

This Current Report on Form 8-K and the documents incorporated herein include statements concerning the Company and its future expectations, plans and prospects that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained or incorporated herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these terms or other similar expressions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and trends that it believes may affect its business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Current Report on Form 8-K and are subject to a number of risks, uncertainties and assumptions including, without limitation, risks related to its announced management and organizational changes, the continued service and availability of key personnel, its ability to expand its product assortments by offering additional products for additional consumer segments, the company’s anticipated growth strategies, the Company’s expectations regarding its future results of operations, anticipated trends and challenges in its business, and its expectations regarding, and the stability of, its supply chain, and the risks more fully described in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 3, 2017 and other filings that the Company may make with the SEC in the future. The Company assumes no obligation to update any forward-looking statements contained in this Current Report on Form 8-K or the documents incorporated herein as a result of new information, future events or otherwise.

 

3



 

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.

 

 

BLUE APRON HOLDINGS, INC.

 

 

 

Date: November 30, 2017

By:

/s/ Benjamin C. Singer

 

 

Benjamin C. Singer

 

 

General Counsel and Secretary

 

4


Exhibit 99.1

 

Blue Apron Appoints Brad Dickerson as Chief Executive Officer

 

Founder Matt Salzberg Named Executive Chairman

 

Dickerson Brings Proven Record Leading Public Consumer Companies

 

Company Reaffirms Previously Stated Financial Guidance

 

NEW YORK — November 30, 2017 — Blue Apron Holdings, Inc. (NYSE:APRN) today announced that the Company’s Board of Directors has appointed Brad Dickerson as President and Chief Executive Officer. He will assume day-to-day leadership of the company and will also join Blue Apron’s Board of Directors. Dickerson, a consumer and capital markets veteran, has served as Blue Apron’s Chief Financial Officer since he joined the company in February 2016. Matt Salzberg, Blue Apron’s co-founder, has stepped down from his role as President and CEO and has been named Executive Chairman. Salzberg will also continue to serve as Chairman of the Board of Directors. The Company has commenced a search for a new Chief Financial Officer.

 

“It has been a tremendous honor to serve as the CEO of Blue Apron since founding the company and I am incredibly proud of everything our team has accomplished together in just five years,” said Salzberg. “We’ve made meaningful progress toward our top company priorities. Since we completed the transition of volume to our fulfillment center in Linden, New Jersey less than two months ago, our most recent On-Time-In-Full rates have improved to be in line with our other fulfillment centers. Additionally, as expected, our margins since the end of the third quarter have significantly improved.”

 

“The Board and I are confident that Brad is the right person to build on this momentum,” Salzberg continued. “He is a seasoned leader with significant experience working with the public markets, operating efficiently at scale, and delivering value to shareholders. We are lucky to have him as our next CEO.”

 

Before joining Blue Apron, Dickerson, 52, spent eleven years at Under Armour in senior leadership roles including as Chief Financial Officer and Chief Operating Officer. As one of Under Armour’s most tenured executives, Dickerson helped advance the company’s growth strategy, leading strong teams around him that took Under Armour from $200 million to $4 billion in net revenue. As Under Armour’s Chief Operating Officer, he was also instrumental in driving operational efficiencies across the company’s global supply chain that included multiple distribution channels.

 

“I know that I speak for everyone at Blue Apron in thanking Matt for his leadership and tireless dedication to the company,” said Dickerson. “I am incredibly excited to assume this new role and for the future of the company. We have an exceptionally talented team at Blue Apron that is focused on taking decisive actions to transform the business, continuing to innovate our product in new and diverse ways, and unlocking future growth opportunities. We remain confident in our previously stated financial guidance for the second half of 2017, and I believe we are taking the right steps to move the business forward.”

 

Dickerson will participate in the Raymond James Technology Investors Conference in New York on Monday, December 4, 2017 at 1:15 p.m. Eastern Time. He will also speak at the KeyBanc Capital Markets Consumer Conference featuring Convergence on Wednesday, December 6, 2017 and the Company will meet with investors throughout the day.

 



 

A live webcast and replay of the Raymond James session will be available on Blue Apron’s Investor Relations website at investors.blueapron.com.

 

About Blue Apron

 

Blue Apron’s mission is to make incredible home cooking accessible to everyone. Launched in 2012, Blue Apron is reimagining the way that food is produced, distributed, and consumed, and as a result, building a better food system that benefits consumers, food producers, and the planet. The Company has developed an integrated ecosystem that enables the Company to work in a direct, coordinated manner with farmers and artisans to deliver high-quality products to customers nationwide at compelling values.

 

Forward-Looking Statements

 

This press release includes statements concerning Blue Apron Holdings, Inc. and its future expectations, plans and prospects that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these terms or other similar expressions. Blue Apron has based these forward-looking statements largely on its current expectations and projections about future events and trends that it believes may affect its business, financial condition and results of operations. These forward-looking statements speak only as of the date of this press release and are subject to a number of risks, uncertainties and assumptions including, without limitation, risks related to its announced management and organizational changes, the continued service and availability of key personnel, its ability to expand its product assortments by offering additional products for additional consumer segments, the company’s anticipated growth strategies, anticipated trends and challenges in its business, and its expectations regarding, and the stability of, its supply chain, and the risks more fully described in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 3, 2017 and other filings that Blue Apron may make with the SEC in the future. Blue Apron assumes no obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise.

Blue Apron Contacts:

 

Investors:

Felise Glantz Kissell, 347-560-5636

felise.kissell@blueapron.com

 

Media:

Nisha Devarajan, 512-965-2827

nisha.devarajan@blueapron.com

 


Exhibit 99.2

 

From: Matt Salzberg
To: All Employees
Date: November 30, 2017
Subject: Company Announcement

 

Blue Apron Team,

 

I have some important news to share with you: I have decided to step down as CEO of Blue Apron.  I will continue to serve the company as Executive Chairman, and believe that acting in this capacity is the best way for me to contribute to Blue Apron’s success. In my place, the Board and I have decided to appoint Brad Dickerson as our new CEO.

 

Founding Blue Apron and serving as its CEO has been the most rewarding experience of my career. From the humble idea of making incredible home cooking accessible to everyone, the company has grown into something far bigger and more significant than I could have ever imagined.  At a time when fast food dominates our diets, and addiction to technology clouds our minds, it is more important than ever to maintain the moments of human connection that home cooking represents.

 

It is for this reason that our work at Blue Apron has resonated, and millions of Americans have become devotees.  I know in my life, Blue Apron has been transformative, teaching my wife and me how to cook, and forming the foundation of teamwork early in our relationship. In our wedding vows, my wife promised to always “wash and dry the fresh produce” right alongside her promise to always love me. Recently we had children, and of course, our daughter’s first meal was Blue Apron-grown sweet potato.

 

Our story isn’t unique.  Millions of Americans across the country have seen the transformative impact that home cooking can have, and shared their stories with us.  You hear these stories frequently on our “daily feel good” distribution list—testimonials that Blue Apron has changed a customer’s life, saved a marriage, been part of an engagement, and even helped cope with family tragedy. A home cooked meal can be powerful.

 

As a business, what we have accomplished is also incredible—with few companies ever achieving what we have in just 5 short years. We pioneered an entirely new category of products, and have consistently been the #1 brand in terms of awareness and market share. We’ve served over 200 million meals to millions of Americans, growing revenue from nothing to over $900 million over the last four quarters.  We’ve been innovative with new products, being the first to launch a family plan, the first to launch a cooking supplies marketplace, and the first to expand into wine.

 

We’ve built a hard-to-replicate and one-of-a-kind supply chain, working with hundreds of small and medium-sized farms to bring specialty produce and artisanal products to our customers.  We’ve differentiated by investing in automated production capabilities in an effort to bring down our costs, make high-quality food more affordable, and provide strategic advantage versus our competitors.  And we’ve done all of this while holding ourselves to a higher standard for food quality, building supply of organic and non-GMO products, sustainable seafood, better agricultural practices, and pasture-raised, humane meats.

 

Four months ago, we took the company public.  An accomplishment in and of itself, our IPO was a way to provide Blue Apron a permanent and long-term capital structure so our work can continue long past my tenure as CEO. While our public market performance has fallen short of my expectations, I believe it is primarily because of the near-term challenges and uncertainty created with the launch of our Linden fulfillment center.  Beyond this news, it is easy to forget how little has really changed in this short period of time.

 



 

Thankfully, I am encouraged by the progress we have made in Linden, and Brad is well positioned to continue building on this momentum.  Since we completed the transition of volume from our Jersey City center to Linden less than two months ago, our On-Time-In-Full rates in Linden have improved to be in line with our other fulfillment centers.  Additionally, as expected, our margins since the end of the third quarter have significantly improved.

 

The Board and I feel fortunate that we have an executive of Brad’s caliber to serve as our next CEO. Brad has significant experience working with the public markets, operating at scale and delivering value to shareholders.  He also has a keen understanding of what is required to improve our financial performance, with EBITDA profitability being a priority for us. He will continue to invest behind our existing strategy—targeting lifetime value improvements through margin execution, as well as product innovation to address new customer segments and grow revenue per customer. Maybe most importantly, Brad is a passionate believer in our mission and the potential of our incredible team.  The company is in good hands.

 

Finally, I want to thank you, our employees, for your dedication and passion.  You impress me every day, and it will be your hard work that will ultimately make Brad successful in his new role.  I know that the past 4 months have been difficult, and I appreciate the renewed focus and energy you have shown in helping to solve our challenges.  Working with this group has been a true privilege, and one I will never forget.

 

I’m as optimistic as ever about our company’s prospects and am as motivated as ever to contribute to the company’s success, albeit in this new and different role for me.  I’ll continue to be available and would be happy to get together if you shoot me an email at my Blue Apron address.

 

Thanks,

Matt