Form 8-K - Current report

FALSE000147511500014751152024-06-062024-06-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 6, 2024

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EVENTBRITE, INC.

(Exact Name of Registrant as Specified in Charter)

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Delaware			001-38658			14-1888467
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification Number)

95 Third Street, 2nd Floor,

San Francisco, California 94103

(Address of principal executive offices) (Zip Code)

[phone]

(Registrant’s telephone number, include area code)

Not applicable

(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:

☐			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			Trading symbol(s)			Name of each exchange on which registered
Class A common stock, par value $0.00001 per share			EB			New York Stock Exchange LLC

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.     ☐

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Item 5.07    Submission of Matters to a Vote of Security Holders.

Eventbrite, Inc. ("Eventbrite") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting") on June 6, 2024. The final voting results for each of the items submitted to a stockholder vote at the Annual Meeting are set forth below.

Proposal 1 - Election of Directors

Stockholders elected each of the Class III director nominees of the Board of Directors to serve until Eventbrite's 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified, subject to their earlier resignation or removal.

Director Name						For						Withheld						Broker Non-Votes
Pilar Manchón						194,185,110						7,267,894						15,305,571
Sean Moriarty						192,171,284						9,281,720						15,305,571
Naomi Wheeless						184,482,529						16,970,475						15,305,571

Proposal 2 - Approval of an Amendment to Eventbrite's Amended and Restated Certificate of Incorporation to Limit Monetary Liability of Certain Officers as Permitted by Law

Stockholders approved the amendment of Eventbrite's Amended and Restated Certificate of Incorporation to limit the monetary liability of certain officers as permitted by law.

For						Against						Abstain						Broker Non-Vote
173,790,284						27,084,722						577,998						15,305,571

Proposal 3 - Ratification of the Appointment of Independent Registered Public Accounting Firm

Stockholders ratified the appointment of Moss Adams LLP as Eventbrite's independent registered public accounting firm for the fiscal year ending December 31, 2024.

For						Against						Abstain						Broker Non-Votes
216,500,104						168,651						89,820						—

Proposal 4 - Advisory Vote to Approve Named Executive Officer Compensation

Stockholders approved, on a non-binding advisory basis, the compensation of Eventbrite's named executive officers.

For						Against						Abstain						Broker Non-Vote
190,544,037						9,772,985						1,135,982						15,305,571

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Item 9.01    Financial Statements and Exhibits

(d)    Exhibits.

Exhibit No.						Description
3.1						Certificate of Amendment to Eventbrite, Inc. Amended and Restated Certificate of Incorporation
104.1						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

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.

Date: June 12, 2024			EVENTBRITE, INC.
			By:						/s/ Julia Hartz
									Julia Hartz
									Chief Executive Officer

Exhibit 3.1

CERTIFICATE OF AMENDMENT TO

EVENTBRITE, INC.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

Eventbrite, Inc. (the “Corporation”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:

FIRST: The Corporation was originally incorporated under the name of Eventbrite, Inc., and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on October 20, 2009.

SECOND: The Board of Directors of the Corporation has duly adopted resolutions setting forth a proposed amendment to the amended and restated certificate of incorporation of the Corporation (the “Certificate of Incorporation”) and declaring said amendment to be advisable. The requisite stockholders of the Corporation duly approved and adopted said proposed amendment in accordance with Section 242 of the DGCL. The Certificate of Incorporation is hereby amended by adding new Article XI as follows:

ARTICLE XI

To the fullest extent permitted by the DGCL, as it presently exists or may hereafter be amended from time to time, an officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of any fiduciary duties as an officer. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of officers, then the liability of an officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Neither any amendment nor repeal of this Article XI, nor the adoption of any provision of the Corporation’s Amended and Restated Certificate of Incorporation inconsistent with this Article XI, shall eliminate or reduce the effect of this Article XI in respect of any matter occurring, or any cause of action, suit or proceeding accruing or arising or that, but for this Article XI, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

THIRD: This Certificate of Amendment shall become effective immediately upon its filing with and acceptance by the Secretary of State of the State of Delaware.

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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Amended and Restated Certificate of Incorporation to be executed by its duly authorized officer on this 11th day of June, 2024.

EVENTBRITE, INC.

                        By: /s/ Julia Hartz            

                        Name: Julia Hartz

                        Title: Chief Executive Officer

                        

                        

Cover	Jun. 06, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 06, 2024
Entity Registrant Name	EVENTBRITE, INC.
Entity Central Index Key	0001475115
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38658
Entity Tax Identification Number	14-1888467
Entity Address, Address Line One	95 Third Street, 2nd Floor,
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94103
City Area Code	415
Local Phone Number	692-7779
Title of 12(b) Security	Class A common stock, par value $0.00001 per share
Trading Symbol	EB
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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