Pinterest Inc.
10/02/2026 | Press release | Distributed by Public on 10/02/2026 15:10
Management Change/Compensation (Form 8-K)
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 30, 2026, the Board of Directors of Pinterest, Inc. (the "Company") amended and restated the Pinterest, Inc. Severance and Change in Control Plan for Employees in Level 21 Positions (filed as Exhibit 10.17 to the Company's Annual Report on Form 10-K filed on February 12, 2026), effective September 30, 2026 (the "Plan"). The Plan is applicable to certain employees of the Company in job category position Level 21. Pursuant to the Plan, subject to the participant's execution of a separation and release agreement acceptable to the Company and continued adherence to the terms of a confidential information and invention assignment agreement, in addition to the benefits available under the Plan prior to its amendment and restatement, participants will be entitled to receive, (i) in the event of a termination of employment without "cause" that is not in connection with a "change in control" of the Company (with "cause" and "change in control" as defined in the Plan), a pro-rated portion of the participant's target annual bonus for the year of termination and (ii) in the event of a termination of employment without cause or for "good reason" (with "good reason" as defined in the Plan) in connection with a change in control, a bonus equal to the greater of the participant's target annual bonus for the year of termination or annual bonus for the year of termination based on actual Company performance, in each case, measured as of the date of the change in control. The Plan also (x) provides that performance-based restricted stock units will be subject to the terms and conditions of the applicable award agreements, (y) for single trigger acceleration of equity awards solely in the event awards are not assumed, substituted, continued or replaced, and (z) revises the definition of good reason to provide that a reduction of more than 10% in a participant's target annual bonus can be grounds for a good reason termination.
The foregoing description of the Plan is a summary and is subject in all respects to the full text of the Plan, which will be filed with the Company's next quarterly report on Form 10-Q.
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