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): April 11, 2022
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
(650 ) 417-7500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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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
The board of directors (the “Board”) of Couchbase, Inc. (the “Company”) and the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) have regularly discussed, and continue to evaluate, the ongoing evolution of Board and board committee composition to best serve the interests of the Company as it transitioned from a private company to a public company.
In connection with those discussions, on April 11, 2022 Rob Rueckert, a director of the Company, notified the Company that he would be resigning from his positions as a member of the Board and chair of the Nominating Committee, effective as of May 9, 2022, and Edward T. Anderson, a director of the Company, notified the Company that he expects to resign from the Board and any Board committee effective as of the Company’s annual meeting of stockholders in 2023. Mr. Rueckert’s resignation, and Mr. Anderson’s expected resignation, are in furtherance of the Nominating Committee’s and Board’s objectives for evolution of Board and committee composition, and did not result from any disagreements with the Company on any matter relating to its operations, policies or practices.
In connection with Mr. Rueckert’s resignation, the Board decreased the number of directors constituting the Board from eleven (11) to ten (10), effective as of May 9, 2022, immediately following Mr. Rueckert’s resignation.
The Board previously appointed Alvina Y. Antar to the Board on December 2, 2021, but committee assignments for Ms. Antar had not yet been determined at that time. On April 12, 2022, the Board appointed Ms. Antar to serve on its Compensation Committee, effective as of May 9, 2022.
On April 12, 2022, the Board also modified the composition of the committees of the Board, effective May 9, 2022, to consist of the following:
Audit Committee: | Richard A. Simonson (Chair) Jeff Epstein Aleksander J. Migon Edward T. Anderson | ||||
Compensation Committee: | Kevin J. Efrusy (Chair) David C. Scott Jeff Epstein Alvina Y. Antar | ||||
Nominating and Corporate Governance Committee: | Carol W. Carpenter (Chair) Richard A. Simonson Lynn M. Christensen | ||||
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.
| Couchbase, Inc. | |||||||||||
| By: | /s/ Margaret Chow | ||||||||||
| Margaret Chow | |||||||||||
| Chief Legal Officer | |||||||||||
Date: April 15, 2022