Current Report Filing (8-k)
February 16 2023 - 4:17PM
Edgar (US Regulatory)
false000173993600017399362023-02-152023-02-15
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)
February 15, 2023
Momentive Global Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
001-38664 |
80-0765058 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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One Curiosity Way San Mateo, California 94403 |
(Address of principal executive offices) (Zip Code) |
(650) 543-8400
(Registrant’s telephone number, including 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, par value $0.00001 per share |
MNTV |
The Nasdaq Stock Market LLC (The Nasdaq Global Select Market) |
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. ☐
Item 2.02 Results of Operations and Financial Condition
On February 16, 2023, Momentive Global Inc. (“Momentive,” “the Company”, “we”, “us” or “our”) announced its financial results for the quarter and year ended December 31, 2022 by issuing a press release. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
The information furnished in Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.
Item 2.05 Costs Associated with Exit or Disposal Activities
On February 15, 2023, we committed to a plan that is designed to improve operating margin (the “Plan”). The Plan includes a reduction of the Company’s workforce by approximately 14%.
We estimate that we will incur approximately $7.0 million to $9.0 million in charges related to employee severance, employee benefits, and related facilitation costs in connection with the Plan. We expect that the majority of these costs will be incurred and paid in the first quarter of 2023, and that the execution of the Plan, including cash payments, will be substantially complete by the end of the second quarter of 2023.
Potential position eliminations in each country are subject to local law and consultation requirements, which may extend this process beyond the first quarter of 2023 in certain countries. The charges that we expect to incur are subject to a number of assumptions, including local law requirements in various jurisdictions, and actual expenses may differ materially from the estimates disclosed above. The costs associated with the Plan will be included in our GAAP results but are expected to be excluded from our non-GAAP financial results.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, including, but not limited to, statements regarding the Company’s expectations regarding the costs, timing and financial impacts of restructuring plans, and related matters. The outcome of the matters covered by such forward-looking statements involves risks, uncertainties and assumptions. If any of these risks or uncertainties materialize or if any of the assumptions prove incorrect, the Company’s results could differ materially from the results expressed or implied by the forward-looking statements the Company makes. You should not rely on forward-looking statements as predictions of future results.
The risks and uncertainties referred to above include - but are not limited to - risks related to our ability to successfully implement our cost-saving initiatives and to capture expected efficiencies; our expectations regarding the impact of such actions on our business, operations and financial condition; our ability to manage our growth; our culture and talent; execution of our plans and strategies; our international operations; and general economic conditions.
Further information on these and other factors that could affect our financial results are included in documents filed with the Securities and Exchange Commission from time to time, including the section entitled “Risk Factors” in our most recent Quarterly Report on Form 10-Q and the Annual Report on Form 10-K that will be filed for the year ended December 31, 2022, which should be read in conjunction with these financial results. These documents are or will be available on the SEC Filings section of our Investor Relations website page at investor.momentive.ai. All information provided in this release and in the attachments is as of February 16, 2023, and we undertake no obligation to update this information.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Momentive Global Inc. |
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Dated: February 16, 2023 |
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By: |
/S/ Richard E. Sullivan Jr. |
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Richard E. Sullivan Jr. Chief Financial Officer |
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