2019-06-11 8-K/A (Darrow Stipend)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Amendment No. 1)
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May 30, 2019
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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.
On June 3, 2019, TrueCar, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) reporting, among other things, that Michael Darrow had been appointed as the Company’s Interim President and Chief Executive Officer, effective May 31, 2019, following the retirement of Victor A. “Chip” Perry. At the time the Company filed the Original Report, the Compensation and Workforce Committee (the “Committee”) of the Board of Directors of the Company had not made any determination regarding Mr. Darrow’s compensation in connection with his assumption of those positions. This Amendment No. 1 on Form 8-K/A amends the Original Report to provide additional information regarding Mr. Darrow’s compensation under Item 5.02 of Form 8-K.
On June 8, 2019, the Committee determined that, while he serves as Interim President and Chief Executive Officer, in addition to his base salary of $400,000, Mr. Darrow will be entitled to a monthly stipend of $20,000, less applicable tax withholdings, in recognition of his additional responsibilities. This stipend will be discontinued once Mr. Darrow no longer serves as Interim President and Chief Executive Officer. Additionally, on June 8, 2019, the Committee awarded Mr. Darrow 94,162 restricted stock units of the Company, vesting in eight approximately equal quarterly installments over two years, with the first installment vesting on September 15, 2019.
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.
/s/ Jeff Swart
EVP, General Counsel & Secretary
Date: June 11, 2019