Amended Current Report Filing (8-k/a)
16 Junho 2023 - 6:17PM
Edgar (US Regulatory)
0001327318
true
Amendment No. 1
0001327318
2023-06-14
2023-06-14
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment No.
1)
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 14, 2023
TrueCar, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-36449 |
|
04-3807511 |
|
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1401
Ocean Ave, Suite 200
Santa
Monica, California 90401
(Address of principal executive offices, including
zip code)
(800) 200-2000
(Registrant’s telephone number, including
area code)
(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 Instruction 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(s) |
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
TRUE |
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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 14, 2023, TrueCar, Inc. (the “Company”)
filed a Current Report on Form 8-K (the “Original Darrow Report”) reporting, among other things, that the Company had terminated
the employment of Michael Darrow as President and Chief Executive Officer of the Company effective June 15, 2023. Although, as indicated
in the Original Darrow Report, at the time the Company filed the Original Darrow Report, the Company and Mr. Darrow intended to enter
into a release and separation agreement, the Company and Mr. Darrow had not yet agreed upon the terms of any such agreement. This Amendment
No. 1 on Form 8-K/A amends the Original Darrow Report to provide additional information regarding his post-termination agreement with
the Company pursuant to Item 5.02 of Form 8-K.
On June 15, 2023, the Company and Mr. Darrow entered
into a separation and release agreement (the “Separation Agreement”). The Compensation and Workforce Committee of the Board
of Directors of the Company approved the terms of the Separation Agreement on June 14, 2023. The Separation Agreement contains a release
of claims against the Company by Mr. Darrow and provides for severance benefits consistent with the Employment Agreement, dated March
9, 2020, by and between Mr. Darrow and the Company in connection with a termination without cause.
SIGNATURES
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 16, 2023
| |
|
TRUECAR, INC. |
| |
|
|
| |
By: |
/s/ Jeff Swart |
| |
|
Jeff Swart |
| |
|
EVP, General Counsel & Secretary |
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