false 0001563190 0001563190 2022-03-11 2022-03-11

 

 

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): March 17, 2022 (March 11, 2022)

 

 

Compass, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-40291   30-0751604

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

90 Fifth Avenue, 3rd Floor

New York, New York

   10011
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (212) 913-9058

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 (see General Instructions A.2. below):

 

☐

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

  

Name of Each Exchange

on Which Registered

Class A Common Stock, $0.00001 par value per share   COMP   The New York Stock Exchange

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 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 11, 2022, the Board of Directors (the “Board”) of Compass, Inc. (the “Company”) adopted the Compass, Inc. Executive Bonus Plan (the “Bonus Plan”). The purpose of the Bonus Plan is to financially incentivize and reward senior executives, including named executive officers, based upon Company’s performance and for their individual contributions to the success of the Company, as well as to encourage retention. The Bonus Plan is effective as of March 1, 2022 and, among other things, will be used for determining bonuses in 2022.

Pursuant to the Bonus Plan, senior executives will be eligible to receive performance awards, based on attainment of certain performance goals (“Performance Goals”). The Compensation Committee of the Board (the “Compensation Committee”), in its sole discretion, will determine Performance Goals for each eligible senior executive, which goals may be on the basis of any such factors the Compensation Committee determines relevant, and may be on an individual, divisional, business unit or company-wide basis and which may differ from executive to executive.

The foregoing description of the Bonus Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Bonus Plan filed as Exhibit 10.1 to this Current Report on Form 8-K which is incorporated by reference herein.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

    Exhibit Title or Description
10.1    Executive Bonus Plan.
104    The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

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 thereunto duly authorized.

 

  COMPASS, INC.
Date: March 17, 2022   By:  

/s/ Brad Serwin

    Brad Serwin
    General Counsel and Corporate Secretary
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