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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
BLUE APRON HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
2023
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
AND PROXY STATEMENT
Dear Blue Apron
STOCKHOLDER:
We are pleased to invite you to attend the 2023 Annual Meeting of
Stockholders (the “Annual Meeting”) of Blue Apron Holdings, Inc.
(“Blue Apron”) to be held on Wednesday, June 7, 2023 at 10:00 a.m.,
Eastern Time, via the Internet at a virtual web conference
at
meetnow.global/MAGTJQZ.
Our Annual Meeting will be a virtual meeting of stockholders, which
will be conducted exclusively via the Internet at a virtual web
conference. There will not be a physical meeting location, and
stockholders will not be able to attend the Annual Meeting in
person. This means that you can attend the Annual Meeting online,
vote your shares during the virtual meeting and submit questions
during the virtual meeting by visiting the above-mentioned Internet
site. We believe that hosting a virtual meeting will enable greater
stockholder attendance and participation from any location around
the world. Going forward, we intend to evaluate annually whether to
hold a virtual or in-person meeting so as to best enable
stockholder attendance and participation.
Details regarding the virtual meeting and the business to be
conducted are more fully described in the accompanying Notice of
2023 Annual Meeting of Stockholders and Proxy
Statement.
Pursuant to the Securities and Exchange Commission (“SEC”) rules
that allow issuers to furnish proxy materials to stockholders over
the Internet, we are posting the proxy materials on the Internet
and delivering a notice of the Internet availability of the proxy
materials under the SEC’s “notice and access” rules.
On or about April 27, 2023, we will begin mailing to our
stockholders a Notice of Internet Availability (the “Notice”)
containing instructions on how to access or request a copy of our
Proxy Statement for the Annual Meeting and our Annual Report on
Form 10-K for the year ended December 31, 2022.
YOUR VOTE IS IMPORTANT.
Whether or not you plan to attend the Annual Meeting online, I hope
you will submit a proxy to vote your shares as soon as possible.
You may submit a proxy to vote your shares over the Internet in
advance of the Annual Meeting or during the virtual Annual Meeting
or, if you requested printed copies of proxy materials, you may
also vote by mailing a proxy card or submitting a proxy by
telephone. Please review the instructions on the Notice or on the
proxy card regarding your voting options.
If you plan to attend the virtual Annual Meeting, you will need the
control number included in your Notice, on your proxy card or
voting instruction form. The virtual Annual Meeting will begin
promptly at 10:00 a.m., Eastern Time on Wednesday, June 7, 2023.
Please allow yourself ample time for the online check-in
procedures.
Thank you for being a Blue Apron stockholder. We hope that you can
attend the Annual Meeting online.
Sincerely,
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LINDA FINDLEY
President and Chief Executive Officer
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April 27, 2023 |
BLUE APRON HOLDINGS, INC. |
28 LIBERTY STREET, NEW YORK, NY 10005 |
INVESTORS.BLUEAPRON.COM
Notice of 2023 Annual Meeting
OF STOCKHOLDERS
Notice is hereby given that Blue Apron Holdings, Inc. will hold its
2023 Annual Meeting of Stockholders (the “Annual
Meeting”):
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When |
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Live webcast |
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Record date |
Wednesday, June 7, 2023
10:00 a.m., Eastern Time |
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meetnow.global/MAGTJQZ
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Only holders of record of our Class A common stock at the close of
business on April 17, 2023 are entitled to notice of and to vote at
the Annual Meeting |
At the Annual Meeting, we will ask you to consider and vote upon
these proposals.
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Items of Business
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To elect the following four directors to hold office until our 2024
annual meeting of stockholders or until their successors are duly
elected and qualified, subject to their earlier death, resignation
or removal:
• Beverly K. Carmichael • Jennifer Carr-Smith • Brenda Freeman
• Elizabeth Huebner
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To ratify the appointment of Ernst & Young LLP as our
independent registered public accounting firm for the fiscal year
ending December 31, 2023 |
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To hold a non-binding, advisory vote to approve named executive
officer compensation |
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To hold a non-binding, advisory vote on the frequency of future
advisory votes to approve named executive officer
compensation |
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To approve an amendment to our restated certificate of
incorporation, as amended, to effect a reverse stock split of our
Class A common stock (the "Reverse Stock Split") at a ratio of not
less than 1-for-5 and not greater than 1-for-20, with the exact
split ratio and the implementation and timing of the Reverse Stock
Split to be set within that rate at the discretion of our board of
directors prior to the one-year anniversary of the date on which
the Reverse Stock Split is approved by our stockholders at the
Annual Meeting, without further approval or authorization of our
stockholders and with our board of directors able to elect to
abandon such proposed amendment and not effect the Reverse Stock
Split authorized by our stockholders, in its sole discretion (the
“Reverse Split Proposal”) |
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To transact any other business that properly comes before the
Annual Meeting (including adjournments and postponements
thereof) |
Our Annual Meeting will be a virtual meeting of stockholders, which
will be conducted exclusively via the Internet at a virtual web
conference. There will not be a physical meeting location, and
stockholders will not be able to attend the Annual Meeting in
person. This means that you can attend the Annual Meeting online,
vote your shares during the virtual meeting and submit questions
during the virtual meeting by visiting the above-mentioned Internet
site. We believe that hosting a virtual meeting will enable greater
stockholder attendance and participation from any location around
the world. Going forward, we intend to evaluate annually whether to
hold a virtual or in-person meeting so as to best enable
stockholder attendance and participation.
Only holders of record of our Class A common stock at the close of
business on April 17, 2023 (the “Record Date”) are entitled to
notice of and to vote at the Annual Meeting as set forth in the
enclosed proxy statement (the “Proxy Statement”). A complete list
of registered stockholders will be open to the examination of any
stockholder for a period of ten days prior to the Annual Meeting
for a purpose germane to the meeting by sending an email to
investor.relations@blueapron.com,
stating the purpose of the request and providing proof of ownership
of Class A common stock. This list will also be available for
examination to stockholders of record during the virtual Annual
Meeting webcast at
meetnow.global/MAGTJQZ.
NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS
You are entitled to virtually attend the Annual Meeting only if you
were a stockholder as of the close of business on the Record Date
or hold a valid proxy for the Annual Meeting. If you are a
stockholder of record, your ownership as of the Record Date will be
verified prior to admittance into the virtual Annual Meeting. If
you are not a stockholder of record but hold shares through a
broker, trustee or nominee, you must provide proof of beneficial
ownership as of the Record Date, such as an account statement or
similar evidence of ownership, to attend, vote and ask questions at
the virtual Annual Meeting. Further information about how to attend
the virtual Annual Meeting online, vote your shares online during
the meeting and submit questions online during the meeting is
included in the accompanying Proxy Statement.
For instructions on how to vote your shares, please refer to the
instructions on the Notice of Internet Availability of Proxy
Materials you received in the mail, the section titled “Voting”
beginning on page 3 of the attached Proxy Statement or, if you
requested to receive printed proxy materials, your enclosed proxy
card.
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By Order of Our Board of Directors, |
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MEREDITH L. DEUTSCH
General Counsel and Corporate Secretary
April 27, 2023
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Your Vote
IS IMPORTANT
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In order to ensure your representation at the Annual Meeting,
whether or not you plan to attend the virtual Annual Meeting
online, please submit a proxy to vote your shares as promptly as
possible over the Internet by following the instructions on your
Notice or, if you requested printed copies of your proxy materials,
by following the instructions on your proxy card.
Your participation will help to ensure the presence of a quorum at
the virtual Annual Meeting and save Blue Apron the extra expense
associated with additional solicitation.
If you hold your shares through a broker, your broker is not
permitted to vote on your behalf in the election of directors
(Proposal 1), the non-binding, advisory vote to approved named
executive officer compensation, or “say-on-pay” vote (Proposal 3),
or the non-binding, advisory vote on the frequency of future
say-on-pay votes, or the “say-on-frequency” vote (Proposal 4),
unless you provide specific instructions to the broker by
completing and returning any voting instruction form that the
broker provides (or following any instructions that allow you to
vote your broker-held shares via telephone or the
Internet).
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For your vote to be counted, you will need to submit your proxy in
advance of the Annual Meeting or vote at the Annual Meeting in
accordance with the instructions set forth in these proxy
materials.
Submitting a proxy to vote your shares in advance will not prevent
you from attending the virtual Annual Meeting online, revoking your
earlier submitted proxy in accordance with the instructions set
forth in the proxy materials or voting your shares online during
the virtual Annual Meeting.
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BLUE APRON HOLDINGS, INC. |
28 LIBERTY STREET, NEW YORK, NY 10005 |
INVESTORS.BLUEAPRON.COM
Table of
CONTENTS
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Proposal
4—Advisory Vote on the Frequency of Future Advisory Votes to
Approve Named Executive Officer Compensation
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In this Proxy Statement the terms “Blue Apron,” “the company,”
“we,” “us,” and “our” refer to Blue Apron Holdings,
Inc.
Certain statements in this Proxy Statement, other than purely
historical information, including statements relating to our
business plans and objectives, and the assumptions upon which those
statements are based, are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may appear throughout this report. When
used in this Proxy Statement, the words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“project,” “should,” “target,” “would,” and similar expressions are
intended to identify forward-looking statements, although not all
forward-looking statements contain such words. Forward-looking
statements are based on current expectations and assumptions that
are subject to risks and uncertainties which may cause actual
results to differ materially, including but not limited to the
risks and uncertainties identified in Item 1A of our Annual Report
for the year ended December 31, 2022, filed on Form 10-K with the
Securities and Exchange Commission (“SEC”) on March 16, 2023, our
ability to set and achieve our environmental, sustainability and
corporate governance goals, as set forth under “Directors,
Executive Officers and Corporate Governance—Environmental, Social
and Governance Initiatives” of this Proxy Statement, on our
anticipated timeframe or at all, and in risks and uncertainties
described in other filings that we may make with the SEC in the
future. The Proxy Statement speaks only as to the date it has been
made available to stockholders, and we undertake no obligation to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events, or
otherwise.
All website addresses set forth in this Proxy Statement are for
information only and are not intended to be an active link or to
incorporate any website information into this
document.
Table of
CONTENTS
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General Information |
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Information about Our Annual Meeting and Voting |
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Proposal 1—Election of Directors |
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Number of Directors; Board Structure |
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Nominees |
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Recommendation of Our Board of Directors |
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Directors, Executive Officers and Corporate Governance |
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Board of Directors |
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Nominees for Election for a One-Year Term Ending at the 2024 Annual
Meeting |
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Class I Directors Continuing in Office Until the 2024 Annual
Meeting |
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Executive Officers |
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Director Independence |
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Board Leadership Structure |
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Code of Conduct and Ethics |
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Corporate Governance Guidelines |
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Board Meetings |
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Annual Meeting Attendance |
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Committees |
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Compensation Consultants |
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People, Culture and Compensation Committee Interlocks and Insider
Participation
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Board Processes |
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Stockholder Communications |
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Environmental, Social and Governance Initiatives |
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Proposal 2—Ratification of the Appointment of Our Independent
Registered Public Accounting Firm |
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Principal Accounting Fees and Services |
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Recommendation of Our Board of Directors |
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Report of the Audit Committee of Our Board of Directors |
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Proposal 3—Advisory Vote to Approve Named Executive Officer
Compensation |
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Recommendation of Our Board of Directors |
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Proposal 4—Advisory Vote on the Frequency of Future Advisory Votes
to Approve Named Executive Officer Compensation
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Recommendation of Our Board of Directors |
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Proposal 5 - To Approve an Amendment to Our Restated Certificate of
Incorporation, As Amended, to Effect a Reverse Stock
Split |
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Recommendation of Our Board of Directors |
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Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters |
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Executive Compensation |
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Executive Compensation Overview |
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Summary Compensation Table |
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Narrative to Summary Compensation Table |
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Outstanding Equity Awards at Fiscal Year-End |
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Equity Compensation Plan Information |
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Pay Versus Performance Disclosure |
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Potential Payments Upon Termination or Change in
Control |
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Retirement Benefits |
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Employee Benefits and Perquisites |
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Prohibition on Hedging and Certain Other Transactions |
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Limitation of Liability and Indemnification |
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Director Compensation |
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Certain Relationships and Related Transactions |
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Policies and Procedures for Related Person Transactions |
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Related Person Transactions |
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Transaction of Other Business |
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Additional Information |
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Procedures for Submitting Stockholder Proposals |
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Annex A—Proposed Certificate of Amendment to Restated Certificate
of Incorporation |
In this Proxy Statement the terms “Blue Apron,” “the company,”
“we,” “us,” and “our” refer to Blue Apron Holdings,
Inc.
Certain statements in this Proxy Statement, other than purely
historical information, including statements relating to our
business plans and objectives, and the assumptions upon which those
statements are based, are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may appear throughout this report. When
used in this Proxy Statement, the words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“project,” “should,” “target,” “would,” and similar expressions are
intended to identify forward-looking statements, although not all
forward-looking statements contain such words. Forward-looking
statements are based on current expectations and assumptions that
are subject to risks and uncertainties which may cause actual
results to differ materially, including but not limited to the
risks and uncertainties identified in Item 1A of our Annual Report
for the year ended December 31, 2022, filed on Form 10-K with the
Securities and Exchange Commission (“SEC”) on March 16, 2023, our
ability to set and achieve our environmental, sustainability and
corporate governance goals, as set forth under “Directors,
Executive Officers and Corporate Governance—Environmental, Social
and Governance Initiatives” of this Proxy Statement, on our
anticipated timeframe or at all, and in risks and uncertainties
described in other filings that we may make with the SEC in the
future. The Proxy Statement speaks only as to the date it has been
made available to stockholders, and we undertake no obligation to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events, or
otherwise.
All website addresses set forth in this Proxy Statement are for
information only and are not intended to be an active link or to
incorporate any website information into this
document.
Proxy Statement for the 2023 Annual Meeting
OF STOCKHOLDERS TO BE HELD WEDNESDAY, JUNE 7, 2023
General Information
Our board of directors solicits your proxy on our behalf for the
2023 Annual Meeting of Stockholders (the “Annual Meeting”), and at
any postponement or adjournment of the Annual Meeting, for the
purposes set forth in this Proxy Statement and the accompanying
Notice of Internet Availability of Proxy Materials (the
“Notice”).
The Annual Meeting will be held:
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When |
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Live webcast |
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Record date |
Wednesday, June 7, 2023
10:00 a.m., Eastern Time |
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meetnow.global/MAGTJQZ |
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April 17, 2023 |
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Availability of proxy materials |
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We intend to mail a Notice of Internet Availability of Proxy
Materials to stockholders of record and to make this Proxy
Statement and accompanying materials available on the internet on
or about April 27, 2023. |
The mailing address of our principal executive
offices is:
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Blue Apron Holdings, Inc.
28 Liberty Street
New York, NY 10005 |
BLUE APRON 2023
PROXY STATEMENT
1
PROXY STATEMENT |
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
Information about the Annual Meeting and Voting
INTERNET AVAILABILITY OF PROXY MATERIALS
We are providing access to our proxy materials over the Internet.
On or about April 27, 2023, we will mail the Notice to
stockholders, unless they requested a printed copy of proxy
materials. The Notice contains instructions on how to access our
proxy materials and how to vote. If you would like to receive a
paper or e-mail copy of our proxy materials, please follow the
instructions in the Notice. If you requested printed versions of
these materials by mail, they will also include a proxy card for
the virtual Annual Meeting.
RECORD DATE
April 17, 2023
QUORUM
The holders of a majority of the voting power of all issued and
outstanding shares of our Class A common stock entitled to vote on
the Record Date must be virtually present online or represented by
proxy at the Annual Meeting to constitute a quorum. For purposes of
establishing a quorum, abstentions and “broker non-votes” are
counted as present.
SHARES OUTSTANDING
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Class of Blue
Apron shares |
Number of
outstanding shares as
of the Record Date |
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Class A common stock |
71,675,687 shares |
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Class B common stock |
none |
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Class C capital stock |
none |
STOCKHOLDER LIST
A list of registered stockholders as of the close of business on
the Record Date will be open to the examination of any stockholder
for a period of ten days prior to the Annual Meeting for a purpose
germane to the meeting by sending an email to
investor.relations@blueapron.com,
stating the purpose of the request and providing proof of ownership
of Class A common stock. This list will also be available for
examination to stockholders of record during the virtual Annual
Meeting webcast at
meetnow.global/MAGTJQZ.
ATTENDANCE AT VIRTUAL ANNUAL MEETING
We will host the Annual Meeting live online via webcast. You may
attend the Annual Meeting live online by visiting
meetnow.global/MAGTJQZ.
The webcast will start at 10:00 a.m., Eastern Time, on Wednesday,
June 7, 2023. You will need the control number included on your
Notice, proxy card or voting instruction form in order to be able
to attend, vote or ask questions during the meeting. The password
for the meeting is APRN2023. Please allow yourself ample time for
the online check-in procedures.
If you are not a stockholder of record but your shares are held in
“street name”, meaning they are held for your account by a bank or
broker, trustee or nominee, you must provide proof of beneficial
ownership as of the Record Date, such as an account statement or
similar evidence of ownership, to attend the virtual Annual
Meeting. To register to attend the virtual Annual Meeting, you must
submit proof of beneficial ownership as of the Record Date, with
your name and email address to Computershare. Requests for
registration of beneficial owners must be labeled as “Legal Proxy”
and be received no later than 5:00 p.m., Eastern Time, on May 29,
2023. You will receive a confirmation of your registration by email
after Computershare receives your registration materials. Requests
for registration should be directed to:
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legalproxy@computershare.com |
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Computershare
Blue Apron Holdings, Inc. Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001 |
2
BLUE APRON 2023
PROXY STATEMENT
PROXY STATEMENT |
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
QUESTIONS AT THE ANNUAL MEETING
If you wish to submit a question prior to or during the virtual
Annual Meeting, you may log into, and ask a question on, the
virtual meeting platform at
meetnow.global/MAGTJQZ.
Our virtual meeting will be governed by our Rules of Conduct which
will be available on the virtual meeting platform during the
virtual Annual Meeting. The Rules of Conduct will address the
ability of stockholders to ask questions during the meeting,
including rules on permissible topics, and rules for how questions
and comments will be recognized and disclosed to meeting
participants.
VOTING
There are five ways a stockholder of record can vote. If you are a
stockholder of record as of the Record Date, you may vote by using
any of the following methods:
STOCKHOLDERS OF RECORD
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BY
INTERNET |
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Prior to the Annual Meeting, go to
www.investorvote.com/APRN
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BY
QR CODE |
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Scan the QR
code on your
proxy card |
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BY
TELEPHONE |
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Call toll-free 1 (800) 652-VOTE (8683) within the USA, US
territories and Canada |
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BY
MAIL |
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If you requested printed copies of proxy materials, complete, sign
and date your proxy card and return in the postage-paid
envelope |
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DURING
THE ANNUAL MEETING |
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Go to
meetnow.global/MAGTJQZ
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If you hold your shares through a bank or broker, please follow
their instructions in order to vote.
The Annual Meeting will be a virtual only meeting, which can be
accessed at
meetnow.global/MAGTJQZ.
If you are a stockholder of record as of the Record Date, you will
have the ability to attend the virtual
Annual Meeting and vote online during the Annual Meeting. If you
are not a stockholder of record but your shares are held in “street
name”, meaning they are held for your account by a bank or broker,
trustee or nominee, see “Attendance at Virtual Annual Meeting”
above. Submitting a proxy will not prevent a stockholder from
attending the Annual Meeting virtually, revoking an
earlier-submitted proxy in accordance with the process outlined
below and voting online during the virtual Annual
Meeting.
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DEADLINE
TO VOTE |
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In order to be counted, proxies submitted by telephone, Internet or
QR code must be received by 11:59 p.m., Eastern Time, on June 6,
2023. Proxies submitted by U.S. mail must be received before the
start of the virtual Annual Meeting. |
REVOKING YOUR PROXY
Stockholders of record may revoke their proxies by virtually
attending the Annual Meeting and voting online during the Annual
Meeting, by filing an instrument in writing revoking the proxy
prior to the Annual Meeting or by filing another duly executed
proxy bearing a later date with our Corporate Secretary before the
vote is counted or by submitting a proxy again using the telephone
or Internet before the cutoff time (11:59 p.m., Eastern Time, on
June 6, 2023). Your latest telephone or Internet proxy submitted
prior to the Annual Meeting is the one that will be counted, unless
you virtually attend the Annual Meeting and vote your shares online
during the meeting. Attendance at the Annual Meeting, by itself,
will not revoke a previously submitted proxy. If you hold shares
through a bank or broker, you may revoke any prior voting
instructions by contacting that firm.
VOTING RIGHTS
Holders of our Class A common stock are entitled to one vote per
share of Class A common stock held on the Record Date in respect of
any proposal presented at the Annual Meeting. Holders of our Class
B common stock are entitled to ten votes per share of Class B
common stock held on the Record Date in respect of any proposal
presented at the Annual Meeting; however, there were no shares of
Class B common stock outstanding as of the Record Date. Holders of
our Class C capital stock have no voting rights except as
prescribed by law or as provided in our restated certificate of
incorporation, as amended; however, there were no shares of Class C
capital stock outstanding as of the Record Date.
BLUE APRON 2023
PROXY STATEMENT
3
PROXY STATEMENT |
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
VOTES REQUIRED TO ADOPT PROPOSALS
Proposal 1
- Election of Directors
As this is an uncontested election, each nominee must receive more
votes properly cast
FOR
her election than shares voted
AGAINST
her election to be elected as a director. Shares held in street
name by a bank or broker, trustee or nominee who indicates on their
proxies that they do not have authority to vote shares on Proposal
1 will not be counted as votes
FOR
or
AGAINST
the nominees and will be treated as broker non-votes. Broker
non-votes will have no effect on the election of directors. If you
vote to
ABSTAIN,
your shares will not be voted
FOR
or
AGAINST
the nominees and will not be counted as votes cast or shares
voting. As a result, voting to
ABSTAIN
will have no effect on the voting on the election of
directors.
Proposal 2 -
Ratification of the appointment of Ernst & Young LLP as our
independent registered public accounting firm for the fiscal year
ended December 31, 2023
A majority of the votes properly cast
FOR
the proposal is required to ratify the appointment of Ernst &
Young LLP as our independent registered public accounting firm for
the fiscal year ending December 31, 2023. If your shares are held
in street name by a bank or broker, trustee or nominee and you do
not timely provide voting instructions with respect to your shares,
we expect that your bank or broker, trustee or nominee will have
the authority to vote your shares on Proposal 2. If you
ABSTAIN
from voting on Proposal 2, your shares will not be voted
FOR
or
AGAINST
Proposal 2 and will also not be counted as votes cast or shares
voting on Proposal 2. As a result, voting to
ABSTAIN
will have no effect on the voting of Proposal 2.
Proposal 3
- Advisory vote to approve named executive officer compensation, or
“say-on-pay” vote
The say-on-pay vote is a non-binding, advisory vote, and
accordingly there is no “required vote” that would constitute
approval. However, our board of directors, including our people,
culture and compensation committee, value the opinions of our
stockholders and, to the extent there are a substantial number of
votes cast against the named executive officer compensation as
disclosed in this Proxy Statement, we will consider our
stockholders’ concerns and evaluate what actions may be appropriate
to address those concerns. Shares held in street name by a bank or
broker, trustee or nominee who indicates on their proxies that they
do not have voting authority to vote the shares on Proposal 3 will
not be counted as votes
FOR
or
AGAINST
Proposal 3 and will be treated as broker non-votes. Broker
non-votes will have no effect on the voting on Proposal
3.
If you vote to
ABSTAIN
on Proposal 3, your shares will not be voted
FOR
or
AGAINST
Proposal 3 and will also not be counted as votes cast or shares
voting on Proposal 3. Voting to
ABSTAIN
will have no effect on the voting of Proposal 3.
Proposal 4
- Advisory vote on the frequency of say-on-pay votes, or
“say-on-frequency” vote
The say-on-frequency vote provides a choice among three frequency
periods (every one, two or three years) for future advisory
say-on-pay votes.
You may:
•vote
ONE YEAR;
•vote
TWO YEARS;
•vote
THREE YEARS;
or
•ABSTAIN
from voting on the non-binding resolution.
The frequency period that receives the most votes will be deemed to
be the recommendation to our stockholders. However, because this
vote is advisory and not binding on our board, we may decide that
it is not in the best interests of our stockholders to hold a
say-on-pay vote more or less frequently than the frequency period
selected by a plurality of our stockholders. Shares held in street
name by a bank or broker, trustee or nominee who indicates on their
proxies that they do not have voting authority to vote the shares
on Proposal 4 will not be counted as votes
FOR
one of the three frequency periods and will be treated as broker
non-votes. Broker non-votes will have no effect on the voting on
Proposal 4. If you vote to
ABSTAIN
on Proposal 4, your shares will not be voted
FOR
one of the three frequency periods and will also not be counted as
votes cast or shares voting on Proposal 4. Voting to
ABSTAIN
will have no effect on the voting of Proposal 4.
Proposal 5
- Approval of the Reverse Split Proposal
The affirmative vote of the holders holding a majority of the
outstanding shares of our common stock and entitled to vote at the
meeting properly cast
FOR
the proposal is required to approve the Reverse Split Proposal. If
your shares are held by a bank or broker, trustee or nominee in
street name and you do not timely provide voting instructions with
respect to your shares, we expect that your bank or broker, trustee
or nominee will have the authority to vote your shares on Proposal
5. If you
ABSTAIN
on Proposal 5, your shares will not be voted
FOR
or
AGAINST
Proposal 5 and will also not be counted as votes cast or shares
voting on Proposal 5. Because Proposal 5 requires the affirmative
vote of the holders of a majority of the shares of our outstanding
common stock and entitled to vote thereon, a vote to
ABSTAIN
will have the same effect as a vote
AGAINST
Proposal 5.
4
BLUE APRON 2023
PROXY STATEMENT
PROXY STATEMENT |
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
"BROKER NON-VOTES" AND
SHARES HELD IN "STREET
NAME"
“Broker non-votes” result where a broker has not received voting
instructions from the beneficial owner and for which the broker
does not have discretionary authority to vote on a particular
matter.
If your shares are held in “street name,” your broker may, under
certain circumstances, vote your shares if you do not timely return
your voting instructions. Stock exchange rules permit brokers who
do not receive voting instructions from their customers to vote
shares held in a brokerage account on certain matters. Stock
exchange rules, however, prohibit brokers from voting such
uninstructed shares in the case of election of directors, executive
compensation matters and certain other matters. Of the matters to
be voted at the Annual Meeting, we expect the only proposals on
which brokers will have discretionary voting authority are the
approval of Proposal 2, the ratification of the appointment of
Ernst & Young LLP, and Proposal 5, the Reverse Split
Proposal.
VOTING INSTRUCTIONS
If you complete and submit your proxy voting instructions, the
persons named as proxies will follow your instructions. If you
submit proxy voting instructions but do not direct how your shares
should be voted on each item, the persons named as proxies will
vote
FOR
the election of the nominees for directors,
FOR
the ratification of the appointment of Ernst & Young LLP as our
independent registered public accounting firm,
FOR
the non-binding, advisory vote to approve named executive officer
compensation, or “say-on-pay” vote,
IN FAVOR OF
the frequency of every
“ONE
YEAR”
for the nonbinding, advisory vote on the frequency of future
say-on-pay votes, or “say-on-frequency” and,
FOR
the Reverse Split Proposal.
The persons named as proxies will vote on any other matters
properly presented at the Annual Meeting in accordance with their
best judgment, although we have not received timely notice of any
other matters that may be properly presented for voting at the
Annual Meeting.
VOTING RESULTS
We will announce preliminary results at the Annual Meeting. We will
report final results by filing a Form 8-K within four business days
after the Annual Meeting. If final results are not available at
that time, we will provide preliminary voting results in the Form
8-K and final results in an amendment to the Form 8-K after they
become available.
ADDITIONAL SOLICITATION/COSTS
We are paying for the distribution of the proxy materials and
solicitation of the proxies. As part of this process, we reimburse
brokerage houses and other custodians, nominees and fiduciaries for
their reasonable out-of-pocket expenses for forwarding proxy and
solicitation materials to our stockholders. Proxy solicitation
expenses that we will pay include those for preparation, mailing,
returning and tabulating the proxies.
We have engaged Okapi Partners, an independent proxy solicitation
firm, to assist in soliciting proxies on our behalf for the Annual
Meeting. We have agreed to pay Okapi Partners a fee of $10,000,
plus out-of-pocket expenses, for these services. We also have
agreed to indemnify Okapi Partners for any liabilities that it may
incur based upon information, representations, or data furnished by
us.
Our directors, officers and employees may also solicit proxies on
our behalf virtually during the meeting, by telephone, email or
facsimile, but they do not receive additional compensation for
providing those services.
BLUE APRON 2023
PROXY STATEMENT
5
PROXY STATEMENT |
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
HOUSEHOLDING
Some banks, brokers and other nominee record holders may be
participating in the practice of “householding” proxy statements
and annual reports. This means that only one copy of the Notice,
Proxy Statement and Annual Report on Form 10-K for the year ended
December 31, 2022, as applicable, is being delivered to multiple
stockholders sharing an address unless we have received contrary
instructions. We will promptly deliver a separate copy of any of
these documents to you if you request such separate copies by
contacting us at:
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Blue Apron Holdings, Inc.
Attention: Investor Relations
28 Liberty Street
New York, NY 10005 |
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investor.relations@blueapron.com |
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(347) 719-4312 |
If
you want to receive separate copies of the Notice, Proxy Statement
or Annual Report on Form 10-K in the future, or if you are
receiving multiple copies and would like to receive only one copy
for your household, you should contact your bank, broker or other
nominee record holder, or you may contact us at the above address,
email or telephone number.
6
BLUE APRON 2023
PROXY STATEMENT
Proposal 1—
ELECTION OF DIRECTORS
Number of Directors; Board Structure
Historically, our board of directors was divided into three
staggered classes of directors, designated Class I, Class II and
Class III, with roughly one-third of the directors in each class.
At our 2021 annual meeting of stockholders, our stockholders
approved an amendment to our restated certificate of incorporation,
as amended, to declassify our board of directors. Commencing with
the 2022 annual meeting of stockholders, directors up for election
are elected to one-year terms of office, meaning that our directors
who were previously designated as Class II and
Class III are effectively a single class at the Annual Meeting,
resulting in four directors being up for election at the Annual
Meeting.
The terms of our Class I directors will expire at the 2024 annual
meeting of stockholders. As such, following the Annual Meeting, all
directors will be up for election at the 2024 annual meeting of
stockholders. Commencing with the 2024 annual meeting of
stockholders, we will have a single class of directors subject to
annual election for one-year terms. Directors who have been elected
or appointed to three-year terms prior to the Annual Meeting will
complete those three-year terms, and thereafter will be eligible
for annual one-year term re-election after completion of their
current terms. In all cases, each director holds office until his
or her successor is duly elected and qualified or until his or her
earlier death, resignation or removal.
Nominees
Based on the recommendation of our nominating and corporate
governance committee, our board of directors has nominated Beverly
K. Carmichael, Jennifer Carr-Smith, Brenda Freeman and Elizabeth
Huebner for election as directors to hold office until our 2024
annual meeting of stockholders or until their successors are duly
elected and qualified, subject to their earlier death, resignation
or removal. Each of the nominees is a current member of our board
of directors and has consented to serve if elected.
Unless you direct otherwise through your proxy voting instructions,
the persons named as proxies will vote all proxies received
FOR
the election of each nominee. If any nominee is unable or unwilling
to serve at the time of the Annual Meeting, the persons named as
proxies may vote for a substitute nominee chosen by the members of
our board of directors. In the alternative, the proxies may vote
only for the remaining nominees, leaving a vacancy on our board of
directors. Our board of directors may fill such vacancy at a later
date or reduce the size of our board of directors. We have no
reason to believe that either of the nominees will be unwilling or
unable to serve if elected as a director.
Recommendation of Our Board of Directors
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JENNIFER CARR-SMITH |
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BRENDA FREEMAN |
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BEVERLY K. CARMICHAEL |
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ELIZABETH HUEBNER |
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The board of directors recommends that you vote FOR the election of
each of Beverly K. Carmichael, Jennifer Carr-Smith, Brenda Freeman
and Elizabeth Huebner as directors to serve until the 2024 annual
meeting of stockholders.
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BLUE APRON 2023
PROXY STATEMENT
7
Directors, Executive Officers
AND CORPORATE GOVERNANCE
Board of Directors
The biographies of each of the director nominees and continuing
directors below contain information regarding each such person’s
service as a director on our board of directors, business
experience and other experiences, qualifications, attributes or
skills that caused our board of directors and nominating and
corporate governance committee to determine that the person should
serve as a director of the company. In addition to the information
presented below regarding each such person’s specific experience,
qualifications, attributes and skills that led our board of
directors and nominating and corporate governance committee to the
conclusion that he or she should serve as a director, we also
believe that each of our directors has a reputation for integrity,
honesty and adherence to high ethical standards.
Each of our directors has demonstrated business acumen and an
ability to exercise sound judgment, as well as a commitment of
service to our company and our board of directors, including a
commitment to understanding our business and industry. We also
value our directors’ experience in relevant areas of business
management and on other boards of directors and board
committees.
Our corporate governance guidelines also dictate that a majority of
our board of directors be comprised of independent directors whom
our board of directors has determined have no material relationship
with the company and are otherwise “independent” directors under
the published listing rules of the New York Stock Exchange
(“NYSE”).
8
BLUE APRON 2023
PROXY STATEMENT
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
BOARD OF DIRECTORS
Below is information, as of April 27, 2023, regarding our director
nominees and directors whose terms are continuing after the Annual
Meeting.
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Director |
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Age |
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Blue Apron
director
since |
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Independent |
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Committees |
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Audit |
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People, Culture
and Compensation |
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Nominating and
Corporate Governance |
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•NOMINEES
FOR ELECTION AT THE 2023 ANNUAL MEETING, WITH TERMS EXPIRING AT THE
2024 ANNUAL MEETING
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Beverly K. Carmichael |
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64 |
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2022 |
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Jennifer Carr-Smith |
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51 |
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2020
since 2021
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Brenda Freeman |
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58 |
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2020 |
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Elizabeth Huebner |
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65 |
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2020 |
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•CLASS
I CONTINUING DIRECTORS, WITH TERMS EXPIRING AT THE 2024 ANNUAL
MEETING
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Linda Findley |
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49 |
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2019 |
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Amit Shah |
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47 |
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2022 |
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COMMITTEE CHAIR |
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COMMITTEE MEMBER |
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CHAIRPERSON OF THE BOARD |
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AUDIT COMMITTEE FINANCIAL EXPERT |
BLUE APRON 2023
PROXY STATEMENT
9
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
BOARD OF DIRECTORS
We are committed to ensuring that our board of directors, taken as
a whole, embodies a diverse set of skills, experience and
abilities.
10
BLUE APRON 2023
PROXY STATEMENT
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
NOMINEES FOR ELECTION
Nominees for Election for a One-Year Term Ending at the 2024 Annual
Meeting
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AGE
64
DIRECTOR SINCE
March 2022
COMMITTEES
•People,
Culture and Compensation 
•Nominating
and Corporate Governance
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Beverly K. Carmichael |
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ü
INDEPENDENT
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BACKGROUND
•Ms.
Carmichael has served as a member of the board of directors
of
Cotton Patch Cafe, Inc.
since January 2022, as a member of the board of directors of
Viad Corp.
since February 2022 and as a member of the board of directors
of
ezCater
since March 2023.
•From
July 2018 to June 2021, Ms. Carmichael served on the board of
directors of
Leaf Group.
•Ms.
Carmichael served as executive vice president and chief people,
culture and resource officer for
Red Robin Gourmet Burgers, Inc.,
a chain of casual dining restaurants, from December 2017 to April
2019.
•From
January 2014 to December 2017, Ms. Carmichael served as senior vice
president and chief people officer for
Cracker Barrel Old Country Store, Inc.,
a chain of restaurant and gift stores.
•Ms.
Carmichael previously served as executive vice president and chief
people officer of
Ticketmaster.
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•Ms.
Carmichael served on the advisory board of
Mogul Hospitality
from September 2021 to January 2023.
•Since
May 2021, Ms. Carmichael has served as a member of the board of
directors of the
Oklahoma Policy Institute,
a nonpartisan think tank.
EDUCATION
•Ms.
Carmichael holds a B.B.A. degree in business and a J.D. degree from
the University of Oklahoma.
QUALIFICATIONS
•We
believe that Ms. Carmichael is qualified to serve as a member of
our board because of her experience across multiple industries as a
human resources executive and licensed labor and employment
attorney, as well as her experience serving as a director of
various companies, bringing corporate governance, human capital
management and talent development and succession planning skills to
our board.
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BLUE APRON 2023
PROXY STATEMENT
11
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
NOMINEES FOR ELECTION
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AGE
51
DIRECTOR SINCE
October 2020
CHAIRPERSON OF THE BOARD OF DIRECTORS SINCE
September 2021
COMMITTEES
•Audit
•People,
Culture and Compensation
•Nominating
and Corporate Governance
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Jennifer Carr-Smith |
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ü
INDEPENDENT
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BACKGROUND
•Ms.
Carr-Smith has been the president of
JCS Advisory Services, LLC,
a firm providing advisory services to high growth companies in the
digital, consumer space, since April 2018. In connection with her
role at JCS Advisory Services, LLC, Ms. Carr-Smith has served as an
interim executive and/or director at various
companies.
•Since
July 2021, Ms. Carr-Smith has served as the co-founder and
president of
Athena Consumer Acquisition Corp.,
a company formed for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more
businesses.
•From
August 2017 to April 2018, Ms. Carr-Smith was general manager and
senior vice president North America Local of
Groupon, Inc.,
a global e-commerce marketplace.
•From
June 2015 to August 2017, Ms. Carr-Smith was the chief executive
officer and president of
Peapod Online Grocer, LLC,
an online grocery delivery service.
•Ms.
Carr-Smith has previously served as chief operating officer of each
of
J. Crew Direct,
giggle
and
Gilt.com.
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•Ms.
Carr-Smith has served as a member of the boards of directors
of
Perdue Farms
since February 2019,
Full Harvest
from January 2020 to December 2022, Australia-based
Woolworths Group
(ASX: WOW) since May 2019,
Zeal Grass Milk Creamery
since June 2020 and
Local Bounti
since April 2023.
EDUCATION
•Ms.
Carr-Smith holds a B.A. degree in economics from Brown University
and an M.B.A. degree from Harvard Business School.
QUALIFICATIONS
•We
believe that Ms. Carr-Smith is qualified to serve on our board of
directors due to her experience building, scaling and transforming
businesses across industry sectors, including consumer packaged
goods, apparel and grocery, and her experience as an e-commerce
operating executive, as well as her experience serving as a
director of various companies.
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12
BLUE APRON 2023
PROXY STATEMENT
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
NOMINEES FOR ELECTION
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AGE
58
DIRECTOR SINCE
October 2020
COMMITTEES
•Audit
•Nominating
and Corporate Governance
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Brenda Freeman |
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ü
INDEPENDENT
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BACKGROUND
•Ms.
Freeman has served as Chief Brand Officer of
Wunderkind Corporation,
a marketing software company since March 2022.
•Since
April 2021, Ms. Freeman has served as a partner of
Debut Capital,
an early-stage venture fund.
•Ms.
Freeman founded and has served as president of
Joyeux Advisory Group LLC,
a firm providing advisory services to early-stage startups and
Fortune 500 companies, since January 2018.
•From
February 2020 to February 2021, Ms. Freeman was the chief executive
officer of
Arteza, Inc.,
a direct-to-consumer arts and crafts manufacturing and supply
company.
•From
March 2016 to December 2018, Ms. Freeman was chief marketing
officer of
Magic Leap, Inc.,
a virtual reality technology company, and from December 2018 to
April 2019 was senior advisor to the chief executive
officer.
•From
March 2015 to March 2016, Ms. Freeman served as chief marketing
officer of
National Geographic Channel,
a television network and channel.
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•Ms.
Freeman has been a member of the board of directors of
Caleres, Inc.
since April 2017, of
Avnet
since November 2018 and of
WMH Technology
since May 2020. Ms. Freeman previously served on the board of
directors of
Herman Miller, Inc.
from January 2016 to June 2019 and on the board of directors
of
RTW Retailwinds, Inc.
from April 2019 to April 2020.
•Previously,
Ms. Freeman served as chief marketing officer at
Turner Broadcasting Systems, Inc.
and was vice president, television marketing at
DreamWorks Animation SKG Inc.
EDUCATION
•Ms.
Freeman holds a B.S. degree in chemical engineering and an M.B.A.
degree from the University of Maryland.
QUALIFICATIONS
•We
believe that Ms. Freeman is qualified to serve on our board of
directors due to her experience as an executive in e-commerce,
direct-to-consumer, marketing and business strategy, as well as her
experience serving as a director of various other
companies.
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BLUE APRON 2023
PROXY STATEMENT
13
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
NOMINEES FOR ELECTION
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AGE
65
DIRECTOR SINCE
January 2020
COMMITTEES
•Audit
•People,
Culture and Compensation
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Elizabeth Huebner |
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INDEPENDENT
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BACKGROUND
•Ms.
Huebner has served as a member of the board of directors of
REI Co-op
since May 2019, as a member of the board of directors of
Curology, Inc.
since February 2021 and as a member of the board of directors
of
Boom Technology, Inc.
since May 2021.
•From
2009 to August 2017, Ms. Huebner served on the board of directors
of
Blucora,
Inc.
•Ms.
Huebner served as senior vice president and chief financial officer
for
Getty Images, Inc.,
a provider of visual content and rights services, from 2000 to
2006.
•Ms.
Huebner previously served as chief financial officer at each
of
Primus Knowledge Solutions
and
Fluke Corporation.
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EDUCATION
•Ms.
Huebner holds a B.S. degree in Accounting from the University of
Utah—David Eccles School of Business.
QUALIFICATIONS
•We
believe that Ms. Huebner is qualified to serve on our board of
directors due to her financial and accounting expertise and her
experience in corporate development, strategic, financings, risk
management, and compliance issues, as well as her experience
serving as a director of various other companies.
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14
BLUE APRON 2023
PROXY STATEMENT
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
CLASS I DIRECTORS CONTINUING IN OFFICE
Class I Directors Continuing in Office until the
2024 Annual Meeting
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AGE
49
DIRECTOR SINCE
April 2019
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Linda Findley |
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BACKGROUND
•Ms.
Findley has been the president and chief executive officer
of
Blue Apron
and a member of our board of directors since April
2019.
•Ms.
Findley served as chief operating officer of
Etsy, Inc.,
a global marketplace for unique and creative goods, from May 2016
to December 2018.
•From
October 2012 to December 2015, Ms. Findley served in multiple
positions at
Evernote Corporation,
a mobile app for productivity, including as chief operating officer
from May 2015 to December 2015, during which time she oversaw
worldwide operations and led cross-functional teams in offices
across seven countries. Ms. Findley served as vice president of
worldwide operations at Evernote from May 2014 to May 2015, as vice
president of international marketing from April 2013 to May 2014,
and as director of market development from October 2012 to April
2013.
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•Ms.
Findley previously worked for
Alibaba.com,
from July 2009 to October 2012, most recently as director of global
marketing and customer experience.
•Since
May 2018, Ms. Findley has served as a member of the board of
directors of
Ralph Lauren Corporation.
Ms. Findley is also a member of the board of directors of
Styleseat.
EDUCATION
•Ms.
Findley holds a B.A. degree in corporate communications and
journalism from Elon University and an M.A. degree in journalism
and public relations from the University of North Carolina at
Chapel Hill.
QUALIFICATIONS
•We
believe Ms. Findley is qualified to serve on our board of directors
due to her experience and various senior management roles in
multiple consumer technology organizations and because of her
service as our president and chief executive officer and her
experience as a director at various other companies.
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BLUE APRON 2023
PROXY STATEMENT
15
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
CLASS I DIRECTORS CONTINUING IN OFFICE
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AGE
47
DIRECTOR SINCE
March 2022
COMMITTEES
•Audit
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Amit Shah |
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INDEPENDENT
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BACKGROUND
•Since
February 2023, Mr. Shah has been the founder and CEO of
Instalily.ai,
an artificial intelligence software company, while also serving as
a member of the board of directors of
Instalily, Inc.
•From
June 2010 to December 2021, Mr. Shah served in multiple roles
at
1-800-Flowers.com, Inc.,
an e-commerce gift retailer, including as president from August
2020 to December 2021, during which time he was responsible for
leading the operations and management of the 1-800-Flowers.com
brand, and as chief marketing officer from May 2017 to August
2020.
•From
2007 to 2009, Mr. Shah worked for
Provide Commerce, Inc.,
an e-commerce flower retailer.
•Mr.
Shah has provided leadership counsel to leading technology
companies through the
Google Retail Advisory Committee
and the
Twilio Customer Advisory Panel,
and is a trusted advisor to a number of start-ups.
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•Since
2013, Mr. Shah has served as a member of the board of directors and
of the executive committee of the
Mobile Marketing Association,
a non-profit trade association.
EDUCATION
•Mr.
Shah holds a B.A. degree in liberal arts from Bowdoin College and
an M.A.L.S degree from Harvard University.
QUALIFICATIONS
•We
believe that Mr. Shah is qualified to serve on our board of
directors due to his executive-level experience in
direct-to-consumer e-commerce, marketing and business
strategy.
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16
BLUE APRON 2023
PROXY STATEMENT
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
EXECUTIVE OFFICERS
Executive Officers
In addition to Ms. Findley, our president and chief executive
officer, who also serves as a director, our executive officers,
listed alphabetically, as of April 27, 2023, are:
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Mitchell Cohen |
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AGE
67
INTERIM CHIEF FINANCIAL OFFICER
since October 2022
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BACKGROUND
•Since
January 2018, Mr. Cohen has provided various financial consulting
and chief financial officer services to a variety of public and
private companies, through
MMC Ventures, LLC, Business Talent Group,
and most recently since April 2022,
Randstad Professionals US, LLC
d/b/a Tatum (“Tatum”). Mr. Cohen remains an employee of Tatum while
serving as our interim Chief Financial Officer.
◦From
April 2022 to September 2022, Mr. Cohen was interim Chief Financial
Officer at
Redbox,
an entertainment and software company.
◦From
February 2022 to April 2022, Mr. Cohen was interim Chief Financial
Officer at
Cerence,
a software company.
◦From
March 2021 to January 2022, Mr. Cohen was Chief Financial Officer
at
Bolt Mobility,
a startup micro mobility company.
•From
August 2012 to December 2017, Mr. Cohen was Chief Financial Officer
at
Athenian Venture Partners,
a venture capital firm.
EDUCATION
•Mr.
Cohen holds a B.S. degree in economics from Queens
College.
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Meredith L. Deutsch |
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AGE
50
GENERAL COUNSEL AND CORPORATE SECRETARY
since September 2019
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BACKGROUND
•Previously,
Ms. Deutsch was special counsel in the corporate department
at
Fried, Frank, Harris, Shriver and Jacobson, LLP,
a global law firm, from February 2017 to August 2019.
•Ms.
Deutsch was executive vice president, general counsel and secretary
at
Morgans Hotel Group Co.,
an international hospitality company, from May 2014 to December
2016.
•Ms.
Deutsch was a member of the capital markets practice at
Jones Day,
a global law firm, for twelve years.
EDUCATION
•Ms.
Deutsch holds a B.A. degree in history from the University of
Pennsylvania and a J.D. from Cornell Law School.
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BLUE APRON 2023
PROXY STATEMENT
17
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
EXECUTIVE OFFICERS
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Christopher Halkyard |
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AGE
60
CHIEF SUPPLY CHAIN OFFICER
since November 2022
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BACKGROUND
•From
August 2021 to September 2022, Mr. Halkyard was vice president of
global supply chain at
Feather Home, Inc.
•From
September 2018 to August 2021, Mr. Halkyard was vice president of
logistics at
BARK, Inc.
•From
April 2017 to September 2018, Mr. Halkyard was vice president of
supply chain operations at
Toys “R” Us.
•Mr.
Halkyard began his logistics career while serving in the US
military and, prior to 2017, held leadership roles at
The May Company, FAO Schwarz, L’Occitane en Provence,
GILT.com,
and
Rent the Runway.
EDUCATION
•Mr.
Halkyard holds a B.A.S. degree in industrial sociology from the
University of Maryland.
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Irina Krechmer |
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AGE
52
CHIEF TECHNOLOGY OFFICER
since June 2019
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BACKGROUND
•Previously,
Ms. Krechmer served as vice president of engineering at
XO Group Inc.,
the parent company of digital brands including The Knot, The Bump,
The Nest and GigMasters, from April 2014 to April
2019.
•From
October 2010 to April 2014, Ms. Krechmer was executive director of
engineering at
Amplify,
a curriculum and assessment company.
•Ms.
Krechmer worked at
Redcats USA,
a global online home shopping retailer, for over seven years, most
recently serving as director of enterprise platform
engineering.
EDUCATION
•Ms.
Krechmer holds a B.S. degree in applied mathematics from Odessa
National ‘I.I. Mecnikov’ University in Ukraine.
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Terri Leitgeb |
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AGE
52
CHIEF PEOPLE OFFICER
since April 2021
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BACKGROUND
•Previously,
Ms. Leitgeb served as chief people officer at
David’s Bridal, Inc.,
a wedding and formal wear clothing retailer, from December 2017 to
March 2021.
•From
May 2006 to November 2016, Ms. Leitgeb worked at
Tesco PLC,
a British multinational grocery and general merchandise retailer,
in various roles in the US and throughout Europe, serving as
regional HR director, central Europe, and most recently as chief
people officer of its wholly-owned subsidiary,
dunnhumby Ltd.,
a global customer data science company.
EDUCATION
•Ms.
Leitgeb holds a B.A. degree in political science from Oregon State
University and an M.B.A degree from Portland State
University.
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18
BLUE APRON 2023
PROXY STATEMENT
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
EXECUTIVE OFFICERS
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Amber Minson |
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AGE
53
CHIEF REVENUE OFFICER
since October 2022
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BACKGROUND
•From
July 2022 to October 2022, Ms. Minson provided various chief
marketing office consulting services to a variety of companies
through
ALM Consulting.
•From
November 2020 to July 2022, Ms. Minson was chief marketing officer
at
Foreground,
a software company.
•From
September 2019 to July 2020, Ms. Minson was chief marketing officer
at
Bluprint,
a software company.
•From
November 2015 to September 2019, Ms. Minson was chief marketing
officer at
Zenfolio,
a software company.
•Prior
to 2015, Ms. Minston held various positions at
Intuit, HSN (Home Shopping Network), Zenfolio, Time
Warner,
and
Alibaba.
EDUCATION
•Ms.
Minson holds a B.A. degree in international business from Mount
Saint Mary’s University in Los Angeles, California.
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BLUE APRON 2023
PROXY STATEMENT
19
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
DIRECTOR INDEPENDENCE
Director Independence
Under the rules of the NYSE, independent directors must comprise a
majority of a listed company’s board of directors within a
specified period of the completion of its initial public offering.
In addition, the rules of the NYSE require that, subject to
specified exceptions, each member of a listed company’s audit,
compensation, and nominating and corporate governance committees be
independent. Under the rules of the NYSE, a director will only
qualify as an “independent director” if, in the opinion of that
company’s board of directors, that person does not have a
relationship that would interfere with the exercise of independent
judgment in carrying out the responsibilities of a
director.
Audit committee members must also satisfy the independence criteria
set forth in Rule 10A-3 under the Exchange Act. In order to be
considered independent for purposes of Rule 10A-3, a member of an
audit committee of a listed company may not, other than in his or
her capacity as a member of the audit committee, the board of
directors or any other board committee:
•accept,
directly or indirectly, any consulting, advisory or other
compensatory fee from the listed company or any of its
subsidiaries, or
•be
an affiliated person of the listed company or any of its
subsidiaries.
At least annually, our board of directors will evaluate all
relationships between us and each director in light of relevant
facts and circumstances for the purposes of determining whether a
material relationship exists that might signal a potential conflict
of interest or otherwise interfere with such director’s ability to
satisfy his or her responsibilities as an independent director.
Based on this evaluation, our board of directors will make an
annual determination of whether each director is independent within
the meaning of the independence standards of the NYSE, the SEC and
our applicable board committees.
Our board of directors has determined that each of Mses.
Carmichael, Carr-Smith, Freeman and Huebner and Mr. Shah is an
“independent director” as defined under the rules of the NYSE. Our
board of directors also has determined that Mses. Carr-Smith,
Freeman and Huebner and Mr. Shah, who comprise our audit committee,
Mses. Carmichael, Carr-Smith and Huebner, who comprise our people,
culture and compensation committee, and Mses. Carmichael,
Carr-Smith and Freeman, who comprise our nominating and corporate
governance committee, satisfy the independence standards for such
committees established by the SEC and the rules of the NYSE, as
applicable. Our board of directors previously determined that Peter
Faricy, who served on our people, culture and compensation
committee and on our nominating and corporate governance committee,
and who resigned from our board of directors in October 2022,
satisfied the independence standards for such committees
established by the SEC and rules of the NYSE, as applicable. In
making such determinations, our board of directors considered the
relationships that each such non-employee director has with our
company and all other facts and circumstances our board of
directors deemed relevant in determining independence, including
the beneficial ownership of our capital stock by each non-employee
director and any institutional stockholder with which he or she is
affiliated.
20
BLUE APRON 2023
PROXY STATEMENT
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
BOARD LEADERSHIP STRUCTURE
Board Leadership Structure
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Chairperson of the Board |
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President and Chief Executive Officer |
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JENNIFER CARR-SMITH
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LINDA FINDLEY |
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• Leads our board in its fundamental role
of providing advice to and oversight
of management
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•
Focuses on running the business
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Our corporate governance guidelines provide that the roles of
chairperson of the board and chief executive officer may be
separated or combined. Our board of directors believes the
advisability of separating or combining the roles of chairperson
and chief executive officer is dependent upon the strengths of the
individual or individuals that hold these positions to, among other
things, lead the board of directors, set board agendas, and
identify and oversee key risks in light of the challenges and
circumstances facing the company, which may change over time, and
the most effective means of leveraging these strengths. During a
period in which the chairperson and chief executive officer
positions are combined, a lead independent director would be
appointed from our independent directors. A lead independent
director would set agendas for and convene meetings and executive
sessions of the independent directors, approve board meeting
agendas, and otherwise represent the board of directors on
occasions where it is important for the board of directors to
respond independently from the company’s management
team.
Our board of directors recognizes the importance of our leadership
structure to our stockholders and will continue to regularly assess
the board leadership structure. Our stockholders would be notified
of a combination of the chairperson and chief executive officer
role promptly upon the board of director’s decision to do
so.
At this time, given the composition of the board of directors, the
effective interaction between Ms. Carr-Smith, as chairperson, and
Ms. Findley, as chief executive officer, Ms. Carr-Smith’s status as
an independent director, and the current challenges faced by the
company, our board of directors believes that separating the roles
of chief executive officer and board chairperson provides us with
the right foundation to pursue our strategic and operational
objectives, while maintaining effective independent oversight and
objective evaluation of the performance of the
company.
Code of Conduct and Ethics
We have adopted a written code of conduct and ethics that applies
to our directors, officers and employees, including our principal
executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar
functions. A current copy of the code of conduct and ethics is
posted under the heading “Corporate Governance—Governance
Documents” on the Investor Relations section of our website, which
is located at
investors.blueapron.com.
If we make any substantive amendments to, or grant any waivers
from, the code of conduct and ethics, we will disclose the nature
of such amendment or waiver on our website or in a Current Report
on Form 8-K to the extent required by applicable law, the rules of
the SEC or the rules of the NYSE.
BLUE APRON 2023
PROXY STATEMENT
21
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
BOARD LEADERSHIP STRUCTURE
Corporate Governance Guidelines
Our board of directors has adopted corporate governance guidelines
to assist in the exercise of its duties and responsibilities and to
serve the best interests of our company and our stockholders. The
guidelines provide, among other things, that:
•our
board of directors’ principal responsibility is to oversee the
management of the company;
•a
majority of the members of our board of directors must be
independent directors;
•the
non-management directors will meet in executive session at least
semi-annually;
•directors
have full and free access to management and, as necessary,
independent advisors;
•new
directors participate in an orientation program and all directors
are expected to participate in continuing director education on an
ongoing basis; and
•the
nominating and corporate governance committee will conduct an
annual self-evaluation of the board of directors to determine
whether it and its committees are functioning
effectively.
A copy of the corporate governance guidelines is posted under the
heading “Corporate Governance—Governance Documents” on the Investor
Relations section of our website, which is located at
investors.blueapron.com.
In addition, our board of directors has established stock ownership
guidelines, under which directors are generally expected to hold at
least the lesser of three times the annual base cash retainer or
18,000 shares of the company’s common stock. Our chief executive
officer is generally expected to hold at least the lesser of three
times her annual base cash salary or 180,000 shares of the
company’s common stock.
Board Meetings
Our board of directors meets on a regularly scheduled basis during
the year to review significant developments affecting us and to act
on matters requiring its approval. It also holds special meetings
when important matters require action between scheduled meetings.
Members of senior management regularly attend board meetings to
report on and discuss their areas of responsibility. Our board of
directors held 26 meetings (including regularly scheduled and
special meetings) during the fiscal year ended December 31,
2022.
During 2022, each director then in office attended at least 75% of
the aggregate of:
•the
total number of meetings of our board of directors held during the
period for which he or she has been a director, and
•the
total number of meetings held by all committees of our board of
directors upon which he or she served during the periods that he or
she served,
with the exception of Peter Faricy, a former director, who attended
67% of the meetings of our board of directors during the period for
which he served as a director.
Our board of directors periodically holds executive sessions of the
independent directors. Executive sessions do not include employee
directors or directors who do not qualify as independent under NYSE
and SEC rules.
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BLUE APRON 2023
PROXY STATEMENT
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
BOARD LEADERSHIP STRUCTURE
Annual Meeting Attendance
It is our policy that members of our board of directors are
encouraged to attend annual meetings of our stockholders. All of
our directors then in office attended our 2022 annual meeting of
stockholders.
Committees
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Our amended and restated by-laws provide that our board of
directors may delegate responsibility to committees. Our board of
directors has three standing committees: |
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Our board of directors has also adopted a written charter for each
of the three standing committees. Each committee charter is
available under the heading “Corporate Governance—Governance
Documents” on the Investor Relations section of our website, which
is located at
investors.blueapron.com.
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BLUE APRON 2023
PROXY STATEMENT
23
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
COMMITTEES
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Audit Committee |
ü
ALL MEMBERS ARE INDEPENDENT
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MEMBERS |
MEETINGS DURING FYE DECEMBER 31, 2022
10
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•Elizabeth
Huebner
•Jennifer
Carr-Smith
•Brenda
Freeman
•Amit
Shah*
*appointed March 2022
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KEY RESPONSIBILITIES
Our audit committee’s responsibilities include:
•appointing,
approving the compensation of, and assessing the independence of
our registered public accounting firm;
•overseeing
the work of our registered public accounting firm, including
through the receipt and consideration of reports from such
firm;
•reviewing
and discussing with management and the registered public accounting
firm our annual and quarterly financial statements and related
disclosures;
•coordinating
our board of directors’ oversight of our internal control over
financial reporting, disclosure controls and procedures, and code
of conduct and ethics;
•reviewing
and discussing our risk management policies, including
cybersecurity, information security and technology risks and food
safety and other regulatory risks;
•establishing
policies regarding hiring employees from the registered public
accounting firm and procedures for the receipt and retention of
accounting related complaints and concerns;
•meeting
independently with our registered public accounting firm and
management;
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•reviewing
and approving or ratifying any related person transactions;
and
•preparing
the audit committee report required by SEC rules.
All audit services and all non-audit services, other than de
minimis non-audit services, to be provided to us by our independent
registered public accounting firm must be approved in advance by
our audit committee.
QUALIFICATIONS
Our board of directors has determined that each member of our audit
committee meets the requirements for financial literacy under the
applicable rules and regulations of the SEC and the NYSE. Our board
of directors has designated Ms. Huebner as an “audit committee
financial expert,” as defined under the applicable rules of the
SEC.
CHARTER
Our audit committee operates under a written charter adopted by our
board of directors, a current copy of which is available under the
heading “Corporate Governance—Governance Documents” on the Investor
Relations section of our website, which is located at
investors.blueapron.com.
AUDIT COMMITTEE REPORT
The Report of the Audit Committee of the Board of Directors is on
page 38 of this Proxy Statement.
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24
BLUE APRON 2023
PROXY STATEMENT
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
COMMITTEES
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People, Culture and Compensation Committee |
ü
ALL MEMBERS ARE INDEPENDENT
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MEMBERS |
MEETINGS DURING FYE DECEMBER 31, 2022
8
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•Beverly
K. Carmichael*
•Jennifer
Carr-Smith
•Elizabeth
Huebner
•Peter
Faricy**
*appointed March 2022
**resigned October 2022
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KEY RESPONSIBILITIES
Our people, culture and compensation committee’s responsibilities
include:
•annually
reviewing and approving corporate goals and objectives relevant to
the compensation of our chief executive officer;
•determining
the compensation of our chief executive officer;
•reviewing
and approving, or making recommendations to our board of directors
with respect to, the compensation of our other executive
officers;
•overseeing
an evaluation of our senior executives;
•overseeing
and administering our cash and equity incentive plans;
•reviewing
and making recommendations to our board of directors with respect
to director compensation;
•reviewing
and discussing annually with management our “Compensation
Discussion and Analysis” disclosure to the extent such disclosure
is required by SEC rules;
•preparing
annual people, culture and compensation committee reports to the
extent required by SEC rules;
•overseeing
periodic review of succession planning for executive officers,
including transitional leadership in the event of an unplanned
vacancy; and
•reviewing
and discussing with management the development, implementation and
effectiveness of our policies and strategies regarding diversity
and inclusion.
Typically, our people, culture and compensation committee meets
quarterly and with greater frequency if necessary. The agenda for
each meeting is usually developed by our people, culture and
compensation committee, in consultation with our president and
chief executive officer and our chief people officer.
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Our people, culture and compensation committee meets regularly in
executive session. Our president and chief executive officer may
not participate in, or be present during, any deliberations or
determinations of our people, culture, and compensation committee
regarding her compensation or individual performance
objectives.
Our people, culture and compensation committee has the authority to
obtain, at our expense, advice and assistance from compensation
consultants and internal and external legal, accounting or other
advisors and other external resources that our people, culture and
compensation committee considers necessary or appropriate in the
performance of its duties. Our people, culture and compensation
committee may select, or receive advice from, a compensation
consultant, legal counsel or other adviser to the people, culture
and compensation committee, other than in-house legal counsel and
certain other types of advisers, only after assessing the
independence of such person in accordance with SEC and NYSE
requirements that bear upon the adviser’s independence; however,
there is no requirement that any adviser be
independent.
CHARTER
Our people, culture and compensation committee operates under a
written charter adopted by our board of directors, a current copy
of which is available under the heading “Corporate
Governance—Governance Documents” on the Investor Relations section
of our website, which is located at
investors.blueapron.com.
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BLUE APRON 2023
PROXY STATEMENT
25
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
COMMITTEES
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Nominating and Corporate Governance Committee |
ü ALL
MEMBERS ARE
INDEPENDENT
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MEMBERS |
MEETINGS DURING FYE DECEMBER 31, 2022
5
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•Brenda
Freeman
•Beverly
K. Carmichael*
•Jennifer
Carr-Smith
•Peter
Faricy**
*appointed March 2022
**resigned October 2022
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KEY RESPONSIBILITIES
Our nominating and corporate governance committee’s
responsibilities include:
•identifying
individuals qualified to become members of our board of
directors;
•recommending
to our board of directors the persons to be nominated for election
as directors and to each of the board of directors’
committees;
•developing
and recommending to the board of directors corporate governance
principles; and
•overseeing
an annual evaluation of the board of directors.
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CHARTER
Our nominating and corporate governance committee operates under a
written charter adopted by our board of directors, a current copy
of which is available under the heading “Corporate
Governance—Governance Documents” on the Investor Relations section
of our website, which is located at
investors.blueapron.com.
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BLUE APRON 2023
PROXY STATEMENT
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
COMPENSATION CONSULTANTS
Compensation Consultants
Our people, culture and compensation committee may, in its sole
discretion, retain or obtain the advice of one or more compensation
consultants. Compensia, Inc., a national management consulting firm
(“Compensia”), acted as our people, culture and compensation
committee’s independent compensation consultant during the first
and second quarters of 2022. Starting in the third quarter of
2022,
our people, culture and compensation committee engaged
Pearl Meyer, LLC, a national management consulting firm (“Pearl
Meyer”), to act as our people, culture and compensation committee’s
independent compensation consultant for the remainder of 2022. Each
of Compensia, with respect to our 2022 executive compensation
program and practices, and Pearl Meyer, with respect to our 2023
compensation program and practices, were engaged to provide our
people, culture and compensation committee comparative data on
executive compensation practices in our industry, to assist our
people, culture and compensation committee in developing an
appropriate list of peer companies, to advise our people, culture
and compensation committee on our executive compensation program
and to advise our people, culture and compensation committee on the
design and mix of our long-term equity incentive program to ensure
that our executive compensation program and practices are
competitive so that we can attract, reward, motivate and retain our
employees.
Although our people, culture and compensation committee considers
the advice and recommendations of independent compensation
consultants, other third-party benchmarks and management as to our
executive compensation program, our people, culture and
compensation committee ultimately makes its own decisions about
these matters. We expect that our people, culture and compensation
committee will continue to engage independent compensation
consultants to provide additional guidance on our executive
compensation programs and to conduct further competitive
benchmarking against a peer group of publicly traded
companies.
Our people, culture and compensation committee will review
information regarding the independence and potential conflicts of
interest of any compensation consultant it may engage, taking into
account, among other things, the factors set forth in the NYSE
listing rules. With respect to the services provided to us by
Compensia and Pearl Meyer in 2022, our people, culture and
compensation committee concluded that the engagement of Compensia
and Pearl Meyer did not raise any conflict of interest. The total
amount of fees paid to Compensia and Pearl Meyer in 2022 was
approximately $97,194.05 and $31,160.00, respectively.
BLUE APRON 2023
PROXY STATEMENT
27
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
PEOPLE, CULTURE AND COMPENSATION COMMITTEE INTERLOCKS
People, Culture and Compensation Committee Interlocks and Insider
Participation
None of our executive officers serves as a member of the board of
directors or people, culture and compensation committee, or other
committee serving an equivalent function, of any entity that has
one or more executive officers who serve as members of our board of
directors or our people, culture and compensation committee. None
of the members of our people, culture and compensation committee is
an officer or employee of our company, nor have they ever been an
officer or employee of our company.
Board Processes
OVERSIGHT OF RISK
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Our Management |
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management is responsible for risk management on a day-to-day
basis.
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Our Board of Directors |
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•Our
board of directors oversees our risk management processes directly
and through its committees. The role of our board of directors and
its committees is to oversee the risk management activities of our
management. They fulfill this duty by discussing with management
the policies and practices utilized by management in accessing and
managing risks and providing input on those policies and practices.
Our board of directors receives and provides feedback on regular
updates from management regarding our top risks, including updates
from members of management responsible for overseeing impacted
areas, governance processes associated with managing these risks,
and the status of projects to strengthen our risk mitigation
efforts. The board receives updates through presentations, memos
and other written materials, teleconferences, and other appropriate
means of communication, with numerous opportunities for discussion
and feedback, and continuously evaluates its approach in addressing
top risks as circumstances evolve. Our risk oversight processes and
disclosure controls and procedures are designed to appropriately
escalate key risks to the board, as well as to analyze potential
risks for disclosure.
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In general, our board of directors oversees risk management
activities relating to:
◦business
strategy,
◦capital
allocation,
◦organizational
structure, and
◦certain
operational risk, including risks related to cybersecurity, food
safety, sustainability, human capital management, and supply chain
inflation.
•Each
committee reports to the full board of directors on a regular
basis, including reports with respect to each committee's risk
oversight activities as appropriate. In addition, because risk
issues often overlap, committees from time to time request that the
full board of directors discuss particular risks.
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BLUE APRON 2023
PROXY STATEMENT
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
BOARD PROCESSES
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•Our
audit committee oversees risk management activities related to
financial controls, legal and compliance, cybersecurity, food
safety and other regulatory risks.
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•Our
people, culture and compensation committee oversees risk management
activities relating to our compensation policies and practices
(including to assess whether such policies and practices could lead
to unnecessary risk-taking behavior), and management succession
planning.
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•Our
nominating and corporate governance committee oversees risk
management activities relating to the composition of our board of
directors and corporate governance, including our governance
structure.
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BLUE APRON 2023
PROXY STATEMENT
29
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
BOARD PROCESSES
DIRECTOR NOMINATION PROCESS
Our board of directors is responsible for selecting its own
members. Our board of directors delegates the selection and
nomination process to our nominating and corporate governance
committee, with the expectation that other members of our board of
directors, and of management, will be requested to take part in the
process as appropriate.
The process followed by our nominating and corporate governance
committee to identify and evaluate director candidates may include
requests to members of our board of directors and others for
recommendations, evaluation of the performance of our board of
directors and its committees of any existing directors being
considered for nomination, consideration of biographical
information and background material relating to potential
candidates and, particularly in the case of potential candidates
who are not then serving on our board of directors, interviews of
selected candidates by members of our nominating and corporate
governance committee and our board of directors.
Generally, our nominating and corporate governance committee
identifies candidates for director nominees in consultation with
management, through:
•the
use of search firms or other advisors,
•the
recommendations submitted by stockholders,
•the
recommendations submitted by members of our boards of directors,
or
•such
other methods as our nominating and corporate governance committee
deems to be helpful to identify candidates.
In 2022, our nominating and corporate governance committee engaged
Spencer Stuart, a search firm, to assist the nominating and
corporate governance committee and management with the
identification of candidates for director nominees to fill existing
vacancies.
Once candidates have been identified, our nominating and corporate
governance committee confirms that the candidates meet all of the
minimum qualifications for director nominees established by our
nominating and corporate governance committee.
Our nominating and corporate governance committee may gather
information about the candidates through:
•interviews,
•written
questionnaires,
•comprehensive
background checks, or
•any
other means that our nominating and corporate governance committee
deems to be appropriate in the evaluation process.
Our nominating and corporate governance committee then discusses
and evaluates the qualities and skills of each candidate, both on
an individual basis and taking into account the overall composition
and needs of our board of directors. Based on the results of the
evaluation process, our nominating and corporate governance
committee recommends candidates for our board of directors’
approval as director nominees for election to our board of
directors. In considering whether to recommend any particular
candidate for inclusion in our board of directors’ slate of
recommended director nominees, our nominating and corporate
governance committee applies the criteria set forth in our
corporate governance guidelines described above under “Corporate
Governance Guidelines.” Consistent with these criteria, our
nominating and corporate governance committee expects every nominee
to have the following attributes or characteristics, among
others:
•integrity,
•honesty,
•adherence
to high ethical standards,
•business
acumen,
•good
judgment, and
•a
commitment of service to the company, including a commitment to
understand our business and industry.
Our nominating and corporate governance committee considers the
value of diversity when selecting nominees, and believes that our
board of directors, taken as a whole, should embody a diverse set
of skills, experiences and abilities. The nominating and corporate
governance committee does not make any particular weighting of
diversity or any other characteristic in evaluating nominees and
directors.
30
BLUE APRON 2023
PROXY STATEMENT
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
BOARD PROCESS
All of the director nominees are currently members of our board of
directors. The biographies of such director nominees under the
heading “Nominees for Election for a One-Year Term Ending at the
2024 Annual Meeting” in this Proxy Statement indicate the
experience, qualifications, attributes and skills of each of the
director nominees that led our nominating and corporate governance
committee and our board of directors to conclude he or she should
continue to serve as a director of our company. Our nominating and
corporate governance committee and our board of directors believe
that each of the nominees has the individual attributes and
characteristics required of a director of our company, and that the
nominees as a group possess the skill sets and specific experience
desired of our board of directors as a whole.
Our board currently has six members. Stockholders may recommend
individuals for consideration by our nominating and corporate
governance committee and board of directors as potential director
candidates by submitting their names, together with appropriate
biographical information and background materials, and information
with respect to the stockholder or group of stockholders making the
recommendation, including the number of shares of capital stock
owned by such stockholder or group of stockholders, to our
Corporate Secretary at:
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Blue Apron Holdings, Inc.
Attention: Corporate Secretary
28 Liberty Street
New York, NY 10005 |
The specific requirements for the information that is required to
be provided for such recommendations to be considered are specified
in our amended and restated by-laws and must be received by us no
later than the date referenced below under the heading “Procedures
for Submitting Stockholder Proposals.” Assuming that appropriate
biographical and background material has been provided on a timely
basis, our nominating and corporate governance committee will
evaluate stockholder-recommended candidates by following
substantially the same process, and applying substantially the same
criteria, as it follows for candidates submitted by
others.
Stockholders also have the right under our amended and restated
by-laws to directly nominate director candidates, without any
action or recommendation on the part of the nominating and
corporate governance committee or our board of directors, by
following the procedures set forth below under the heading
“Procedures for Submitting Stockholder Proposals.”
In evaluating proposed director candidates, our nominating and
corporate governance committee may consider, in addition to the
minimum qualifications and other criteria approved by our board of
directors from time to time, all facts and circumstances that it
deems appropriate or advisable, including, among other
things:
•the
skills of the proposed director candidate,
•his
or her depth and breadth of professional experience or other
background characteristics,
•his
or her independence, and
•the
needs of our board of directors.
BLUE APRON 2023
PROXY STATEMENT
31
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
STOCKHOLDER COMMUNICATIONS
Stockholder Communications
Stockholders or other interested parties may contact our board of
directors or one or more of our directors with issues or questions
about Blue Apron, by mailing correspondence to our Corporate
Secretary:
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Blue Apron Holdings, Inc.
Attention: Corporate Secretary
28 Liberty Street
New York, NY 10005 |
Our legal team will review incoming communications directed to our
board of directors and, if appropriate, will forward such
communications to the appropriate member(s) of the board of
directors or, if none is specified, to the chairperson of our board
of directors. For example, we will generally not forward a
communication that is primarily commercial in nature, is improper
or irrelevant, or is a request for general information about Blue
Apron.
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BLUE APRON 2023
PROXY STATEMENT
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
Environmental, Social and Governance Initiatives
We are committed to our vision of Better Living Through Better
Food™—it is an integral component of our business. We believe we
play a role in promoting planetary and dietary wellness for
everyone, not just a few. We join our voice to apply skills,
capability and experience to help address some of society’s
toughest challenges.
To that end, we continue to develop our Environmental, Social and
Governance (“ESG”) initiative which embraces five key pillars,
which were established in 2020.
The five key pillars of our corporate social responsibility
strategy are:
•Responsible
Sourcing
•Operational
Food Waste Reduction
•Packaging
Sustainability
•Social
Impact
•Diversity,
Equity and Inclusion ("DE&I")
In 2022, we continued to build on our ESG strategy and established
our Better Living Roadmap, a report we plan to publish annually to
hold ourselves accountable, which outlines our plans to sustain and
preserve our ESG commitments. The Better Living Roadmap is focused
on People, Product and Progress, which are each discussed below in
more detail.
In 2022, we took further steps towards our goal of reducing
greenhouse gas emissions to as close to zero as possible by 2050,
or net zero, by joining the Science Based Targets initiative
("SBTi"), a global body enabling businesses to set ambitious
emissions reductions targets in line with the latest climate
science. Our commitment is to submit our proposal for our net zero
pathway by December 2024.
Other highlights of our ESG work in 2022 included:
•Becoming
carbon neutral through the purchase of carbon offsets.
•Having
our board of directors consist of at least 50% directors
identifying as members of groups historically underrepresented on
corporate boards and 50% of directors identifying as
female.
•Committing
to the United Nations' Sustainable Development Goals ("SDGs") by
joining the Chefs Manifesto, a chef-led project that brings
together 800+ chefs from 80 countries to explore how they can help
deliver a sustainable food system.
•Engaging
Planet FWD, a leading carbon management platform for consumer
companies, to assess and identify actionable steps to better
understand our carbon footprint.
In 2023, we plan to continue to expand these efforts to attain our
goal of sustainable profitability while also pursuing our goal of
net zero.
People
One of the key parts of everything we do and why we do it centers
around people—our employees, our value chain, and our community of
customers.
Human Capital:
Blue Apron strives to be a place where employees can bring their
whole selves, work with intention and grow their careers. In 2020,
we established the Aprons for All initiative, our internal program
for DE&I and, in 2021, we raised our minimum wage to $18 per
hour. In 2022, we created two councils: the Responsible Sourcing
Council, which helps set guidelines and standards for product
sourcing, business relationships, and marketing partnerships to
align with Aprons For All; and the Diversity Council, which aims to
foster an environment that ensures that people from all backgrounds
have equal opportunities to succeed and grow at Blue Apron.
Furthermore, in 2022 we rolled out new performance management tools
and are upskilling our people managers on ways to hold meaningful
conversations on performance. In 2023, we plan to continue to build
on these strengths.
BLUE APRON 2023
PROXY STATEMENT
33
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
Value Chain:
By responsibly sourcing, packaging and handling food, we aim to
support the farmers, ranchers, producers and workers throughout our
value chain. We source approximately 80% of what goes into our meal
kits directly from producers and farms. As part of our model, we
work closely with suppliers to keep them accountable to our
ingredient standards. We also believe that it is important to
support our suppliers, when appropriate. For example, in 2022 we
sent letters in support of certain of our suppliers who were
applying for grants to support their climate smart initiatives as
part of the United States Department of Agriculture’s first
Partnerships for Climate-Smart Commodities, and two of our
suppliers were successful in securing resources to support their
efforts. In 2023, we plan to continue to evaluate our supply chain
to include our suppliers on our path towards net zero.
Community:
As part of executing our Better Living Roadmap, we look to include
the people who support us: our customers and their communities. We
plan to continue to build on our efforts with regional food banks
under the Feeding America umbrella by donating surplus food and,
from time to time, providing charitable support in the forms of
sponsorship and cause marketing to hunger relief organizations. We
also operate a Farmers Market in our fulfillment centers, which
provides our employees with access to high-quality ingredients for
meals at home at no cost to them.
Product
As we continue to develop our product offerings, we remain focused
on including ingredients that meet our quality standards and are
responsibly sourced, while seeking reductions in waste, emissions
and packaging. We also recognize the role of food choice in both
planetary and dietary health and plan to continue to advance
offerings that align with both.
High Quality Standards:
Certified under the Safe Quality Food (“SQF”) Food Safety Code for
Manufacturing since 2018, our two fulfillment centers in Richmond,
California and Linden, New Jersey are audited annually. The SQF
Food Safety Code is a rigorous, farm-to-fork food safety scheme
benchmarked by the Global Food Safety Initiative. In 2022, both
fulfillment centers achieved an "Excellent" score on our 2022 SQF
Re-certification Audit. We expect that quality will continue to be
part of our sustainable procurement strategy.
Responsible Sourcing:
•Sustainable
Procurement
In 2022, we added environmental and social questions to our
procurement onboarding to better understand the sustainability
impact of our supply chain. These new questions ask suppliers to
share their progress in areas of energy and climate, material
efficiency, and natural resource usage. They are designed to
collect additional information from suppliers and vendors on social
and environmental responsibility programs in place and to their
emissions data to the extent available.
•Animal
Welfare
Blue Apron continues to prioritize the humane treatment of animals
raised for consumption and providing our customers with quality
ingredients that they can feel good about. We announced our animal
welfare policy in 2018 under which we committed to making progress
toward The Five Freedoms (a widely accepted animal welfare
standard). We continue to be recognized for our efforts in animal
welfare reports like the
Chicken Tracker
and
Egg Tracker
by Compassion in World Farming, and the
Count Your Chickens Report
by Mercy for Animals. As signatories to the Better Chicken
Commitment, in 2022, we evaluated our supply chain and made certain
adjustments to assist us in achieving our 2026 goals. The
anticipated roadmap is available on the ESG section of our investor
relations website. In 2023 we plan to move towards adopting the
Five Domains, an animal welfare assessment that supports progress
beyond the physical and functional factors that affect the welfare
of an animal (as outlined in the Five Freedoms) to consider
nutrition, environment, health, and behavior as governing inputs
that result in a range of mental states from negative to
positive.
•Sustainable
Seafood
We seek to source fish and seafood rated either "Best Choice" or
"Good Alternative" by the Monterey Bay Aquarium Seafood Watch at
the time of its onboarding or that have recognized sustainability
certifications (e.g. Marine Stewardship Council, Aquaculture
Stewardship Council, or Best Aquaculture Practices). As we monitor
the sustainability of seafood, we aim to source as sustainably as
is reasonably possible. In some instances we will consider smaller
fisheries who are involved in Fishery Improvement
Projects.
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BLUE APRON 2023
PROXY STATEMENT
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
Waste:
We have been part of the U.S. Food Loss & Waste 2030 Champions
since 2016. Our efforts in avoidance and diversion are tracked and,
as reported in our Better Living Roadmap, waste represented an
estimated one percent of our calculated Scope 3 emissions. In 2023,
we plan to continue to implement our initiatives to reduce
waste.
Emissions:
We conducted our first Greenhouse Gas (“GHG”) footprint analysis in
2021, which included Scope 1, Scope 2 and eight of what we believed
were the most material categories for Scope 3. Our total emissions
initially estimated for 2021 were based on the carbon footprint
analysis performed by a related party as further described under
“Related Person Transactions” of this Proxy Statement. As we
continue to evolve how we pursue our sustainability goals and, in
particular, as we develop our pathway to net zero in alignment with
SBTi, we conducted two analyses with Planet FWD in 2022. The Planet
FWD methodologies differed in process and scope from the initial
carbon footprint analysis, offering more granular analysis. The
shift to a new methodology resulted in a recalculation of our 2021
GHG footprint and setting a new benchmark for 2022. Through Planet
FWD, we are able to enhance our understanding of our raw material
sourcing which we believe is crucial to our reduction
strategy.
Our estimated emissions for 2021, based on the Planet FWD work,
were 214,124 metric tons of CO2e (mTCO2e) and for 2022, they were
208,913 mTCO2e (Scope 1: 1,087 mTCO2e, Scope 2: 7,516 mTCO2e, and
Scope 3: 200,310 mTCO2e). In March 2022, we offset 100% of our
estimated emissions (Scope 1, Scope 2 and Scope 3) for 2021 through
the purchase of carbon credits from a related party, as the
footprint was initially calculated in 2021. In 2022, we made a
determination to focus on offsetting Scope 1 and Scope 2 emissions,
based on the Planet FWD calculation, as we continue on our path
towards net zero, and in March 2023 we offset our estimated Scope 1
and 2 emissions for 2022 through the retirement of 8,603 carbon
credits purchased in 2022. For more information, see “Related
Person Transactions” of this Proxy Statement.
Packaging:
We have set a goal to achieve 100% recyclable, reusable or
compostable packaging in our meal kits by 2025. In order to meet
this goal, we prioritize circular economy principles, and
specifically packaging recyclability, post-consumer recycled
content, and consumer education. The packaging for our meal kits is
approximately 87% recyclable (by weight). We partner with
How2Recycle®,
a standardized labeling system that clearly communicates recycling
instructions to the public, and have added
How2Recycle®
labels to all of our internal packaging. The gel packs that are
used to keep our meal kit boxes cold in transit are designed to be
drain safe and fully recyclable.
We operate a packaging engineering lab that conducts regular tests
on new materials and innovative solutions to identify opportunities
to reduce environmental footprint and explore new materials towards
meeting our 2025 goal.
To help us further our goal, in 2022 we began working with
PlasticIQ, a data-driven digital tool to help U.S. companies end
plastic waste. In addition to receiving Silver Leader recognition
from PlasticIQ, we also gained valuable insights.
Planetary and Dietary Wellness:
We believe that 100% of the ingredients that we source for our meal
kit recipes have not been modified through in vitro rDNA
techniques, according to our suppliers, and none of the ingredients
that we source for our meal kit recipes contain high fructose corn
syrup. In 2023, we aim to continue to innovate our offerings to
appeal to customers who are looking for more plant based
options.
Progress
We are committed to working towards value enhancement for all of
our stakeholders and we plan to regularly provide updates on the
topics set forth below:
Governance:
Our board of directors is committed to continuing to evaluate our
governance practices and make changes to continue to develop as a
public company. We committed to maintaining gender and racial
diversity on our board of directors. As of December 31, 2022, 83.3%
of our board of directors identify as female and 50% identify as
members of groups historically underrepresented on corporate
boards.
Materiality Assessment:
In the first quarter of 2022, we conducted a sustainability
materiality assessment with a broad cross section of senior
internal stakeholders to help identify and drive key impact
initiatives within the company. The survey asked respondents to
rank the importance of topics related to sustainability and social
impact in the next two-to-three years, which helps to guide our
sustainability focus. We plan to continue to conduct sustainability
materiality assessments biennially and use the findings to continue
to direct our focus and efforts.
Non-financial Sustainability Disclosures:
We believe that transparency is integral to our work and our
dedication to Better Living Through Better Food™.
In October 2022, we published our inaugural ESG Report outlining
key priorities and 2021 updates on our sustainability commitments
along with our first Sustainability Accounting Standards Board
report. We plan to continue to report on our sustainability
commitments annually.
BLUE APRON 2023
PROXY STATEMENT
35
Proposal 2—
RATIFICATION OF THE APPOINTMENT OF OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have appointed Ernst & Young LLP as our independent
registered public accounting firm to perform the audit of our
consolidated financial statements for the fiscal year ending
December 31, 2023, and we are asking you and other stockholders to
ratify this appointment. Ernst & Young LLP has served as our
independent registered public accounting firm since
2015.
Our audit committee annually reviews the independent registered
public accounting firm’s independence, including reviewing all
relationships between the independent registered public accounting
firm and us and any disclosed relationships or services that may
impact the objectivity and independence of the independent
registered public accounting firm, and the independent registered
public accounting firm’s performance. As a matter of good corporate
governance, our board of directors determined to submit to
stockholders for ratification the appointment of Ernst & Young
LLP. A majority of the votes properly cast is required in order to
ratify the appointment of Ernst & Young LLP. In the event that
a majority of the votes properly cast do not ratify this
appointment of Ernst & Young LLP, we will review our future
appointment of Ernst & Young LLP.
Our audit committee’s charter, which was adopted in connection with
our initial public offering, or IPO, in June 2017, contains a
formal policy concerning approval of audit, audit-related and
non-audit services to be provided to the company by its independent
registered public accounting firm. The policy requires that all
services to be provided by our independent registered public
accounting firm, including audit and audit-related services and
permitted non-audit services, must be preapproved by our audit
committee, provided that de minimis non-audit services may instead
be approved in accordance with applicable SEC rules. Our board of
directors or our audit committee approved all audit, audit-related
and non-audit services provided by Ernst & Young LLP during
fiscal years 2022 and 2021.
We expect that a representative of Ernst & Young LLP will
attend the virtual Annual Meeting and the representative will have
an opportunity to make a statement if he or she so chooses. The
representative will also be available to respond to appropriate
questions from stockholders.
Principal Accounting Fees and Services
The following table sets forth the aggregate professional fees
billed or to be billed by Ernst & Young LLP for audit,
audit-related, tax and other services rendered for 2022 and 2021
(in thousands).
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Year ended December 31, |
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Fee category |
2022
($) |
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2021
($) |
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Audit fees |
1,940 |
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1,395 |
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Audit-related fees |
201 |
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239 |
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All other fees |
— |
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— |
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Total fees |
2,141 |
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1,634 |
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36
BLUE APRON 2023
PROXY STATEMENT
PROPOSAL 2―RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
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RECOMMENDATION OF OUR BOARD OF DIRECTORS
AUDIT FEES.
Represents fees for professional services provided in connection
with the audit of our annual consolidated financial statements and
the reviews of our quarterly consolidated financial
statements.
AUDIT-RELATED FEES.
Represents fees for services provided in connection with the
preparations and submissions of Registration Statements on Form S-3
and other filings related to the issuance of shares of our Class A
Common Stock.
ALL OTHER FEES.
Represents fees for services other than the services reported in
Audit Fees, Audit-Related Fees and Tax Fees.
Recommendation of Our Board of Directors
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The board of directors recommends that you vote
FOR
the ratification and appointment of Ernst & Young LLP as our
independent registered public accounting firm for the fiscal year
ending December 31, 2023.
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BLUE APRON 2023
PROXY STATEMENT
37
PROPOSAL 2―RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
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REPORT OF THE AUDIT COMMITTEE OF OUR BOARD OF
DIRECTORS
Report of the Audit Committee of Our Board of
Directors
The information contained in this audit committee report shall not
be deemed to be:
•“soliciting
material,”
•“filed”
with the SEC under the Securities Act of 1933, as amended (the
“Securities Act”), or the Exchange Act,
•subject
to Regulations 14A or 14C of the Exchange Act, or
•subject
to the liabilities of Section 18 of the Exchange Act.
No portion of this audit committee report shall be deemed to be
incorporated by reference into any filing under the Securities Act
or the Exchange Act, through any general statement incorporating by
reference in its entirety the proxy statement in which this report
appears, except to the extent that Blue Apron specifically
incorporates this report or a portion of it by
reference.
Our audit committee’s general role is to assist our board of
directors in monitoring our financial reporting process and related
matters. Its specific responsibilities are set forth in its
charter.
Our audit committee has reviewed the company’s consolidated
financial statements for 2022 and met with management, as well as
with representatives of Ernst & Young LLP, the company’s
independent registered public accounting firm, to discuss the
consolidated financial statements. Our audit committee also
discussed with the independent registered public accounting firm
the matters required to be discussed by the applicable requirements
of the Public Company Accounting Oversight Board and the
SEC.
In addition, our audit committee received the written disclosures
and the letter from Ernst & Young LLP required by applicable
requirements of the Public Company Accounting Oversight Board
regarding the independent accountant’s communications with our
audit committee concerning independence and discussed with members
of Ernst & Young LLP its independence.
Based on the foregoing communications, its review of the financial
statements, and other matters it deemed relevant, our audit
committee recommended to our board of directors that the company’s
audited consolidated financial statements for 2022 be included in
the company’s Annual Report on Form 10-K for 2022.
RESPECTFULLY SUBMITTED BY THE MEMBERS OF THE AUDIT COMMITTEE OF THE
BOARD OF DIRECTORS:
Elizabeth Huebner (Chair)
Jennifer Carr-Smith
Brenda Freeman
Amit Shah
38
BLUE APRON 2023
PROXY STATEMENT
Proposal 3—
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER
COMPENSATION
We are providing our stockholders the opportunity to vote to
approve, on an advisory, non-binding basis, the compensation of the
executive officers named in the Summary Compensation Table under
“Executive Compensation,” who we refer to as our “named executive
officers," as disclosed in this Proxy Statement in accordance with
the SEC’s rules. This proposal, which is commonly referred to as
“say-on-pay,” is required by the Dodd-Frank Wall Street Reform and
Consumer Protection Act of 2010, which added Section 14A to the
Exchange Act. Section 14A of the Exchange Act also requires that
stockholders have the opportunity to cast an advisory vote with
respect to whether future executive compensation advisory votes
will be held every one, two or three years, which is the subject of
Proposal 4.
Our executive compensation programs are designed to attract,
motivate, and retain our executive officers, who are critical to
our success. Under these programs, our named executive officers are
rewarded for the achievement of our near-term and longer-term
financial and strategic goals and for driving corporate financial
performance and stability. The programs contain elements of cash
and equity-based compensation and are designed to align the
interests of our executives with those of our
stockholders.
The “Executive Compensation” section of this Proxy Statement
beginning on page 52, including “Executive Compensation Overview,”
describes in detail our executive compensation programs and the
decisions made by the people, culture and compensation committee
and our board of directors with respect to the year ended December
31, 2022.
Our executive compensation program embodies a pay-for-performance
philosophy that supports our business strategy and aligns the
interests of our executives with our stockholders.
Our board of directors believes this link between compensation and
the achievement of our near- and long-term business goals has
helped drive our performance over time. At the same time, we
believe our program does not encourage excessive risk-taking by
management.
Our board of directors is asking stockholders to approve a
non-binding advisory vote on the following resolution:
RESOLVED, that the compensation paid to the company’s named
executive officers, as disclosed pursuant to the compensation
disclosure rules of the Securities and Exchange Commission,
including the compensation discussion and analysis, the
compensation tables and any related material disclosed in this
Proxy Statement, is hereby approved.
As an advisory vote, this proposal is not binding.
Neither the outcome of this advisory vote nor of the advisory vote
included in Proposal 4 overrules any decision by the company or our
board of directors (or any committee thereof), creates or implies
any change to the fiduciary duties of the company or our board of
directors (or any committee thereof), or creates or implies any
additional fiduciary duties for the company or our board of
directors (or any committee thereof).
However, our people, culture and compensation committee and board
of directors value the opinions expressed by our stockholders in
their vote on this proposal and will consider the outcome of the
vote when making future compensation decisions for named executive
officers.
Recommendation of Our Board of Directors
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The board of directors recommends that you vote FOR the approval of
the compensation of our named executive officers.
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BLUE APRON 2023
PROXY STATEMENT
39
Proposal 4—
ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE
NAMED EXECUTIVE OFFICER COMPENSATION
In Proposal 3, we are providing our stockholders the opportunity to
vote to approve, on an advisory, non-binding basis, the
compensation of our named executive officers. In this Proposal 4,
we are asking our stockholders to cast a non-binding advisory vote
regarding the frequency of future advisory votes to approve named
executive officer compensation. Stockholders may vote for a
frequency of every one, two, or three years, or may
abstain.
Our board of directors believes that an annual executive
compensation advisory vote will facilitate more direct stockholder
input about named executive officer compensation and is consistent
with our policy of reviewing our compensation program annually, as
well as seeking frequent input from our stockholders on corporate
governance and executive compensation matters.
We believe an annual vote would be the best governance practice for
our company at this time.
Our board of directors will take into consideration the outcome of
this vote in making a determination about the frequency of future
named executive officer compensation advisory votes. However,
because this vote is advisory and non-binding, our board of
directors may decide that it is in the best interests of our
stockholders and the company to hold the advisory vote to approve
executive compensation more or less frequently than the option
selected by a plurality of our stockholders.
Recommendation of Our Board of Directors
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One Year
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The board of directors believes that holding the executive
compensation advisory vote every one year is in the best interests
of the company and its stockholders and recommends voting for a
frequency of every ONE YEAR.
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40
BLUE APRON 2023
PROXY STATEMENT
Proposal 5—
TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF
INCORPORATION, AS AMENDED, TO EFFECT A REVERSE STOCK
SPLIT
We are seeking stockholder approval for an amendment to our
restated certificate of incorporation to effect a reverse stock
split (the “Reverse Stock Split”) of our issued and outstanding
Class A common stock using a ratio of not less than 1-for-5 and not
more than 1-for-20, with the split ratio and the implementation and
timing of such Reverse Stock Split to be determined in the
discretion of our board of directors. As further described below,
if this proposal is approved, our board of directors may determine
to effect the Reverse Stock Split at any time prior to the date of
the company's 2024 annual meeting of stockholders. Our board of
directors reserves the right to elect to abandon the Reverse Stock
Split if it determines, in its sole discretion, that the Reverse
Stock Split is no longer in the best interests of our company and
our stockholders.
Approval of the Reverse Split Proposal would permit (but not
require) our board of directors to amend our restated certificate
of incorporation to effect the Reverse Stock Split using a split
ratio of not less than 1-for-5 and not more than 1-for-20, with the
exact split ratio to be set within this range as determined by our
board of directors in its sole discretion, provided that the board
of directors must determine to effect the Reverse Stock Split and
such amendment must be filed with the Secretary of State of the
State of Delaware no later than the date of the company's 2024
annual meeting of stockholders. If our board of directors
determines to implement the Reverse Stock Split, the exact split
ratio of the Reverse Stock Split will be determined by the board of
directors prior to the effective time of the Reverse Stock Split
and will be publicly announced prior to such effective time. We
believe that enabling our board of directors to set the split ratio
of the Reverse Stock Split within the specified range and within
the specified time period will provide us with the flexibility to
implement the Reverse Stock Split in a manner and at a time
designed to maximize the anticipated benefits for our
stockholders.
Criteria to be Used for Decision to Apply the Reverse Stock
Split
If our stockholders approve the Reverse Split Proposal, our board
of directors will be authorized to proceed with the Reverse Stock
Split. The exact ratio of the Reverse Stock Split, within the
1-for-5 to 1-for-20 range, would be determined by our board of
directors and publicly announced by us prior to the effective time
of the Reverse Stock Split. In determining whether to proceed with
the Reverse Stock Split and setting the appropriate split ratio for
the Reverse Stock Split, if any, following the receipt of
stockholder approval, our board of directors may consider, among
other things, factors such as:
•the
historical trading prices and trading volume of our Class A common
stock;
•the
number of shares of our Class A common stock outstanding prior to
and after the Reverse Stock Split;
•the
then-prevailing and expected trading price and trading volume of
our Class A common stock and the anticipated impact of the Reverse
Stock Split (including the reduction in the number of outstanding
shares) on the trading market for our Class A common
stock;
•the
initial or continuing listing requirements of various stock
exchanges, including the NYSE;
•the
anticipated impact of a particular ratio on our ability to reduce
administrative and transactional costs;
•business
developments affecting us; and
•prevailing
general market and economic conditions.
BLUE APRON 2023
PROXY STATEMENT
41
PROPOSAL 5―TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF
INCORPORATION, AS AMENDED, TO EFFECT A REVERSE STOCK SPLIT |
RECOMMENDATION OF OUR BOARD OF DIRECTORS
Background and Reasons for the Reverse Stock Split
Our board of directors is seeking authority to effect the Reverse
Stock Split with the primary intent of increasing the per-share
price of our Class A common stock to meet the price criteria for
continued listing of our Class A common stock on the NYSE. Our
Class A common stock is publicly traded and listed on the NYSE
under the symbol “APRN." Our board of directors believes that, in
addition to increasing the per-share price of our Class A common
stock to meet the price criteria for continued listing on the NYSE,
the Reverse Stock Split would also make our common stock more
attractive to a broader range of institutional and other investors.
Accordingly, for these and other reasons discussed below, we
believe that effecting the Reverse Stock Split is in the company’s
and its stockholders’ best interests.
At our 2019 annual meeting of stockholders, our stockholders
approved an amendment to our restated certificate of incorporation
to effect a reverse stock split of our then outstanding shares of
Class A common stock and Class B common stock at a ratio of not
less than 1-for-5 and not more than 1-for-15, with the exact ratio
to be set within that range at the discretion of our board of
directors before our 2020 annual meeting of stockholders. Following
the 2019 annual meeting of stockholders, on June 13, 2019, our
board of directors approved the implementation of that reverse
stock split at a ratio of 1-for-15. On June 14, 2019, that reverse
stock split became effective when we filed a certificate of
amendment to our restated certificate of incorporation with the
Secretary of State of the State of Delaware to effect the 1-for-15
reverse stock split of the then outstanding shares of our Class A
common stock and Class B common stock.
On December 21, 2022, we received written notice from the NYSE
notifying us that we no longer satisfied the continued listing
compliance standard set forth Section 802.01C of the NYSE Listed
Company Manual because the average closing price of our Class A
common stock was less than $1.00 per share over a consecutive
30-day trading period (the “Share Price Rule”). In accordance with
Section 802.01C of the NYSE Listed Company Manual, we have until
the date six months following receipt of the notice, or June 21,
2023 (the “Compliance Date”), to regain compliance with the Share
Price Rule, with the possibility of extension at the discretion of
the NYSE (the “Share Price Cure Period”). In order to regain
compliance with the Share Price Rule, on the last trading day in
any calendar month during the Share Price Cure Period, our Class A
common stock must have: (i) a closing price of at least $1.00 per
share; and (ii) an average closing price of at least $1.00 per
share over the 30 trading-day period ending on the last trading day
of such month. If we do not regain compliance with the Share Price
Rule by the Compliance Date, then our Class A common stock may be
subject to delisting.
We also received written notification on December 21, 2022 from the
NYSE notifying us that we no longer satisfied the continued listing
compliance standard set forth in Section 802.01B of the NYSE Listed
Company Manual because our average global market capitalization
over a consecutive 30 trading-day period was less than $50.0
million and, at the same time, our last reported stockholders’
equity was less than $50.0 million. In accordance with Section
802.02 of the NYSE Listed Company Manual, we submitted a plan for
curing the market capitalization deficiency to the NYSE and the
NYSE has accepted the plan. The proposed Reverse Stock Split is not
intended to address the market capitalization
standard.
In the event we are delisted from the NYSE, the only established
trading market for our Class A common stock would be eliminated,
and we would be forced to list our shares on the OTC Markets or
another quotation medium, depending on our ability to meet the
specific listing requirements of those quotation systems. As a
result, an investor would likely find it more difficult to trade or
obtain accurate price quotations for our shares. Delisting would
likely also reduce the visibility, liquidity, and value of our
Class A common stock, reduce institutional investor interest in our
company, and may increase the volatility of our Class A common
stock. Delisting could also cause a loss of confidence of potential
industry partners, lenders, and employees, which could further harm
our business and our future prospects. We believe that effecting
the Reverse Stock Split will help us avoid delisting from the NYSE
and any resulting consequences.
In addition, in determining to seek authorization for the Reverse
Stock Split, our board of directors considered that the
implementation of a reverse stock split is likely to increase the
trading price of our Class A common stock as a result of the
reduction in the number of shares outstanding. Our board of
directors believes that the increased market price of our Class A
common stock expected as a result of implementing the Reverse Stock
Split may improve marketability and liquidity of our Class A common
stock and may encourage interest and trading in our Class A common
stock.
42
BLUE APRON 2023
PROXY STATEMENT
PROPOSAL 5―TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF
INCORPORATION, AS AMENDED, TO EFFECT A REVERSE STOCK SPLIT |
RECOMMENDATION OF OUR BOARD OF DIRECTORS
For example, some investors may prefer to invest in stocks that
trade at a per-share price range more typical of companies listed
on the NYSE, and, because of the trading volatility often
associated with low-priced stocks, certain institutional investors
may be prohibited in their investment charters from purchasing
stocks that trade below certain minimum price levels. In addition,
brokerage firms may be reluctant to recommend lower-priced stocks
to their clients. Further, brokerage commissions paid by investors,
as a percentage of a total transaction, tend to be higher for
lower-priced stocks. As a result, certain investors may also be
dissuaded from purchasing lower-priced stocks. Our board of
directors believes that the higher share price that may result from
the Reverse Stock Split could enable institutional investors and
brokerage firms with such policies and practices to invest in our
Class A common stock.
Although we expect that the Reverse Stock Split will increase the
market price of our Class A common stock as result of having fewer
outstanding shares, the Reverse Stock Split may not result in a
permanent increase in the market price of our Class A common stock,
which will continue to be dependent on many factors, including
general economic, market and industry conditions and other factors
detailed from time to time in the reports we file with the
SEC.
Certain Risks Associated with the Reverse Stock Split
Reducing the number of outstanding shares of our Class A common
stock through the Reverse Stock Split is intended, absent other
factors, to increase the per-share trading price of our Class A
common stock above $1.00 to meet the Share Price Rule. However,
other factors, such as our financial results, market conditions and
the market perception of our business, may adversely affect the
trading price of our Class A common stock. As a result, there can
be no assurance that the Reverse Stock Split, if completed, will
result in the intended benefits described above, that the trading
price of our Class A common stock will increase following the
Reverse Stock Split, that the trading price of our Class A common
stock will not decrease in the future or that we will remain in or
be able to resume compliance with the NYSE listing requirements.
Additionally, we cannot assure you that the trading price per share
of our Class A common stock after the Reverse Stock Split will
increase in proportion to the reduction in the number of shares of
our Class A common stock outstanding before the Reverse Stock
Split. Additionally, there can be no guarantee that the closing
price of our Class A common stock will remain at or above $1.00 for
30 consecutive trading days, whether following the Reverse Stock
Split or otherwise, which is required to cure our NYSE listing
standard deficiency with the Share Price Rule. Accordingly, the
total market capitalization of our Class A common stock after the
Reverse Stock Split may be lower than the total market
capitalization before the Reverse Stock Split, including for
reasons unrelated to the Reverse Stock Split.
The proposed Reverse Stock Split may decrease the liquidity of our
Class A common stock and result in higher transaction costs. The
liquidity of our Class A common stock may be negatively impacted by
the Reverse Stock Split, given the reduced number of shares that
would be outstanding after the Reverse Stock Split, particularly if
the per-share trading price does not increase as a result of the
Reverse Stock Split. For instance, if the Reverse Stock Split is
implemented, it may result in some stockholders owning "odd lots"
(less than 100 shares) of Class A common stock. Odd lot shares may
be more difficult to sell, and brokerage commissions and other
costs of transactions in odd lots may be higher than the costs of
transactions in "round lots" of even multiples of 100 shares. If we
effect the Reverse Stock Split, the resulting per-share stock price
may nevertheless fail to attract institutional investors and may
not satisfy the investing guidelines of such investors and,
consequently, the trading liquidity of our common stock may not
improve. Accordingly, the Reverse Stock Split may not achieve the
desired results of increasing marketability of our Class A common
stock as described above.
You should also keep in mind that the implementation of the Reverse
Stock Split does not have an effect on the actual or intrinsic
value of our business or a stockholder’s proportional ownership in
our company (subject to the treatment of fractional shares).
However, should the overall value of our Class A common stock
decline after the proposed Reverse Stock Split, then the actual or
intrinsic value of the shares of our Class A common stock held by
you will also proportionately decrease as a result of the overall
decline in value.
BLUE APRON 2023
PROXY STATEMENT
43
PROPOSAL 5―TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF
INCORPORATION, AS AMENDED, TO EFFECT A REVERSE STOCK SPLIT |
RECOMMENDATION OF OUR BOARD OF DIRECTORS
Reservation of Right to Abandon the Amendment to our Restated
Certificate of Incorporation and the Reverse Stock
Split
Our board of directors reserves the right to abandon the amendment
to our restated certificate of incorporation described in this
Reverse Split Proposal without further action by our stockholders,
even if stockholders approve such amendment at the Annual Meeting,
if at any time prior to the filing or effectiveness of a
certificate of amendment to our restated certificate of incorporate
to effect the Reverse Stock Split, our board of directors
determines, in its sole discretion, that the Reverse Stock Split is
no longer in the best interest of our company and our stockholders.
If we do not file a certificate of amendment effecting the Reverse
Stock Split with the Secretary of State of the State of Delaware on
or before the date of the company's 2024 annual meeting of
stockholders, our board of directors will be deemed to have
abandoned the Reverse Stock Split.
By voting in favor of the amendment to our restated certificate of
incorporation, stockholders are also expressly authorizing the
board of directors to determine not to proceed with, and abandon, a
reverse stock split if it should so decide.
Procedure for Implementing the Reverse Stock Split
If stockholders approve the Reverse Split Proposal and if our board
of directors elects to implement the Reverse Stock Split (with the
ratio to be determined in the discretion of the board within the
parameters described),
the Reverse Stock Split will become effective upon the filing with
the Secretary of State of the State of Delaware of a certificate of
amendment to our restated certificate of incorporation, in the form
attached as Appendix A (the “Certificate of Amendment”). The
Certificate of Amendment will not change the number of authorized
shares of Class A common stock, Class B common stock, Class C
capital stock or preferred stock, or the par value of the Class A
common stock, Class B common stock, Class C capital stock or
preferred stock. We currently have no outstanding shares of Class B
common stock, Class C capital stock or preferred stock. The exact
timing of the filing of the Certificate of Amendment and the
effectiveness of the Reverse Stock Split will be determined by our
board of directors, in its sole discretion, provided that in no
event shall the filing of the Certificate of Amendment effecting
the Reverse Stock Split occur after the date of the company's 2024
annual meeting of stockholders.
Effect of the Reverse Stock Split on Holders of Outstanding Class A
Common Stock
If our stockholders approve the Reverse Split Proposal and our
board of directors elects to implement the Reverse Stock Split,
depending on the split ratio for the Reverse Stock Split determined
by our board of directors, a minimum of every 5 and a maximum of
every 20 shares of issued and outstanding Class A common stock will
be combined into one new
share of Class A common stock.
The actual number of shares issued and outstanding after giving
effect to the Reverse Stock Split, if implemented, will depend on
the split ratio for the Reverse Stock Split that is ultimately
determined by our board of directors. The Reverse Stock Split will
affect all holders of our Class A common stock uniformly and will
not affect any stockholder's percentage ownership interest in our
company, except that, as described below under "—Fractional
Shares," record holders of Class A common stock otherwise entitled
to a fractional share as a result of the Reverse Stock Split will
receive cash in lieu of such fractional share. In addition, the
Reverse Stock Split will not affect any stockholder's proportionate
voting power (subject to the treatment of fractional
shares).
After the effective time of the Reverse Stock Split, our Class A
common stock will have a new Committee on Uniform Securities
Identification Procedures (“CUSIP”) number, which is a number used
to identify our equity securities, and stock certificates with the
older CUSIP number will need to be exchanged for stock certificates
with the new CUSIP number by following the procedures described
below. The Reverse Stock Split is not intended as, and would not
have the effect of, a “going private transaction” covered by Rule
13e-3 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). After the Reverse Stock Split, we will continue to
be subject to the periodic reporting and other requirements of the
Exchange Act.
Assuming split ratios of 1-for-5, 1-for-12.5 and 1-for-20, which
reflect the low end, middle and high end of the range that our
stockholders are being asked to approve, the following table sets
forth (i) the number of shares of our Class A common stock that
would be issued and outstanding, (ii) the number of shares of our
Class A common stock that would be reserved for issuance pursuant
to outstanding options, warrants, restricted stock units and
performance stock units, and (iii) the weighted-average exercise
price of outstanding options and warrants, each giving effect to
the Reverse Stock Split and based on
70,468,683
shares of Class A common stock outstanding as of April 10,
2023.
44
BLUE APRON 2023
PROXY STATEMENT
PROPOSAL 5―TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF
INCORPORATION, AS AMENDED, TO EFFECT A REVERSE STOCK SPLIT |
RECOMMENDATION OF OUR BOARD OF DIRECTORS
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Before |
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Split Ratio |
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Split Ratio |
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Split Ratio |
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Reverse |
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of |
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of |
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of |
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Stock Split |
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1-for-5 |
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1-for-12.5 |
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1-for-20 |
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Number of Shares of Class A Common Stock Issued and
Outstanding |
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70,468,683 |
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14,093,737 |
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5,637,495 |
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3,523,435 |
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Number of Shares of Class A Common Stock Reserved for Issuance
Pursuant to Outstanding Options, Warrants, Restricted Stock Units
and Performance Stock Units |
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15,061,012 |
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3,012,203 |
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1,204,881 |
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753,051 |
If our board of directors does not implement the Reverse Stock
Split prior to our 2024 annual meeting of stockholders, the
authority granted in this proposal to implement the Reverse Stock
Split would terminate.
Our directors and executive officers have no substantial interests,
directly or indirectly, in the matters set forth in the Reverse
Split Proposal, except to the extent of their ownership in shares
of our Class A common stock and securities exercisable for our
Class A common stock, which shares and securities would be subject
to the same proportionate adjustment in accordance with the terms
of the Reverse Stock Split as all other outstanding shares of our
Class A common stock and securities exercisable for our Class A
common stock.
Authorized Shares of Class A Common Stock
Currently, we are authorized to issue up to a total of
2,185,000,000 shares of capital stock, consisting of 1,500,000,000
shares of Class A common stock, 175,000,000 shares of Class B
common stock, 500,000,000 shares of Class C capital stock and
10,000,000 shares of preferred stock. Except for the shares
issuable upon the exercise or vesting of outstanding options,
restricted stock units and performance stock units, shares reserved
for issuance under our at-the-market offering or the remaining
shares issuable to RJB Partners pursuant to the RJB Purchase
Agreement,
we do not currently have any plans, proposals or arrangement to
issue any of our authorized but unissued shares of Class A common
stock. Authorized shares represent the number of shares of Class A
common stock that we are permitted to issue under our restated
certificate of incorporation, as amended. If our board of directors
elects to implement the Reverse Stock Split, the Reverse Stock
Split will not change the number of authorized shares of our Class
A common stock under our restated certificate of incorporation. If
the Reverse Stock Split is implemented, (i) the number of shares of
issued and outstanding Class A common stock will decrease as a
result of the Reverse Stock Split by the ratio selected by our
board of directors within the 1-for-5 to 1-for-20 range
described
above, and (ii) the number of shares of Class A common stock
available for issuance will increase.
The Reverse Stock Split could, under certain circumstances, have an
anti-takeover effect, although this is not the intent of the board
of directors. For example, it may be possible for the board of
directors to delay or impede a takeover or transfer of control of
our company by causing the additional shares of our Class A common
stock that will be available for issuance as a result of the
Reverse Stock Split to be issued to holders who might side with the
board of directors in opposing a takeover bid that the board of
directors determines is not in the best interests of our company or
our stockholders. The Reverse Stock Split, therefore, may have the
effect of discouraging unsolicited takeover attempts. By
potentially discouraging initiation of any such unsolicited
takeover attempts, the Reverse Stock Split may limit the
opportunity for our stockholders to dispose of their shares at the
higher price generally available in takeover attempts or that may
be available under a merger proposal. The Reverse Stock Split may
have the effect of permitting our current management, including the
current board of directors, to retain its position, and place it in
a better position to resist changes that stockholders may wish to
make if they are dissatisfied with the conduct of our company's
business. However, the board of directors is not aware of any
attempt to take control of our company and the board of directors
has not approved the Reverse Stock Split with the intent that it be
utilized as a type of anti-takeover device.
BLUE APRON 2023
PROXY STATEMENT
45
PROPOSAL 5―TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF
INCORPORATION, AS AMENDED, TO EFFECT A REVERSE STOCK SPLIT |
RECOMMENDATION OF OUR BOARD OF DIRECTORS
Beneficial Holders of Class A Common Stock (i.e., stockholders who
hold in street name)
If our board of directors elects to implement the Reverse Stock
Split, then, for purposes of implementing the Reverse Stock Split,
we intend to treat shares held by stockholders through a bank or
broker, trustee or nominee in the same manner as registered
stockholders whose shares are registered in their names. Banks or
brokers, trustees or nominees will be instructed to effect the
Reverse Stock Split for their beneficial holders holding our Class
A common stock in street name. However, these banks or brokers,
trustees or nominees may have different procedures than registered
stockholders for processing the Reverse Stock Split. Stockholders
who hold shares of our Class A common stock with a bank or broker,
trustee or nominee and who have any questions in this regard are
encouraged to contact their banks or brokers, trustees or
nominees.
Registered "Book-Entry" Holders of Class A Common Stock (i.e.,
stockholders that are registered on our transfer agent's books and
records but do not hold stock certificates)
Certain of our registered holders of Class A common stock may hold
some or all of their shares electronically in book-entry form with
our transfer agent. These stockholders do not have physical stock
certificates evidencing their ownership of Class A common stock.
They are, however, provided with a periodic statement reflecting
the number of shares of Class A common stock registered in their
accounts.
Stockholders who hold shares of Class A common stock electronically
in book-entry form with our transfer agent will not need to take
further action to receive whole shares of post-Reverse Stock Split
Class A common stock or payment in lieu of fractional shares if
applicable. If a stockholder is entitled to post-Reverse Stock
Split shares, a transaction statement will automatically be sent to
the stockholder’s address of record indicating the number of shares
of our Class A common stock held following the Reverse Stock
Split.
Exchange of Stock Certificates
If the Reverse Stock Split is effected, stockholders holding
certificated shares (i.e., shares represented by one or more
physical stock certificates) will be requested to exchange their
old stock certificate(s) ("Old Certificate(s)") for shares held in
book-entry form at the transfer agent in their direct registration
system representing the appropriate number of whole shares of our
Class A common stock, resulting from the Reverse Stock Split.
Stockholders of record upon the effective time of the Reverse Stock
Split will be furnished the necessary materials and instructions
for the surrender and exchange of their Old Certificate(s) at the
appropriate time by our transfer agent, Computershare. Stockholders
will not have to pay any transfer fee or other fee in connection
with such exchange. As soon as practicable after the effective time
of the Reverse Stock Split, our transfer agent will send a
transmittal letter to each stockholder advising such holder of the
procedure for surrendering Old Certificate(s) in exchange for new
shares held in book-entry form. Your Old Certificate(s)
representing pre-split shares cannot be used for either transfers
or deliveries. Accordingly, you must exchange your Old
Certificate(s) in order to effect transfers or deliveries of your
shares.
YOU SHOULD NOT SEND YOUR OLD CERTIFICATES NOW. YOU SHOULD SEND THEM
ONLY IF WE EFFECT A REVERSE STOCK SPLIT AND YOU RECEIVE A LETTER OF
TRANSMITTAL FROM OUR TRANSFER AGENT.
As soon as practicable after the surrender to our transfer agent of
any Old Certificate(s), together with a properly completed and duly
executed transmittal letter and any other documents our transfer
agent may specify, our transfer agent will have its records
adjusted to reflect that the shares represented by such Old
Certificate(s) are held in book-entry form in the name of such
person.
Until surrendered as contemplated herein, a stockholder's Old
Certificate(s) shall be deemed at and after the effective time of
the Reverse Stock Split to represent the number of whole shares of
our Class A common stock, as applicable, resulting from the Reverse
Stock Split.
Any stockholder whose Old Certificate(s) have been lost, destroyed
or stolen will be entitled to new shares in book-entry form only
after complying with the requirements that we and our transfer
agent customarily apply in connection with lost, stolen or
destroyed certificates.
46
BLUE APRON 2023
PROXY STATEMENT
PROPOSAL 5―TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF
INCORPORATION, AS AMENDED, TO EFFECT A REVERSE STOCK SPLIT |
RECOMMENDATION OF OUR BOARD OF DIRECTORS
No service charges, brokerage commissions or transfer taxes shall
be payable by any holder of any Old Certificate, except that if any
book-entry shares are to be issued in a name other than that in
which the Old Certificate(s) are registered, it will be a condition
of such issuance that (1) the person requesting such issuance must
pay to us any applicable transfer taxes or establish to our
satisfaction that such taxes have been paid or are not payable, (2)
the transfer complies with all applicable federal and state
securities laws, and (3) the surrendered certificate is properly
endorsed and otherwise in proper form for transfer.
Any stockholder who wants to continue holding certificated shares
may request new certificate(s) from our transfer
agent.
Fractional Shares
If our board of directors elects to implement the Reverse Stock
Split, fractional shares will not be issued. Stockholders of record
and stockholders who hold their shares through a bank or broker,
trustee or nominee who would otherwise hold fractional shares of
our Class A common stock as a result of the Reverse Stock Split
will be entitled to receive a cash payment (without interest and
subject to applicable withholding taxes) in lieu of such fractional
shares. Each such stockholder will be entitled to receive an amount
in cash equal to the fraction of one share to which such
stockholder would otherwise be entitled multiplied by the closing
price per share of the Class A Common Stock on the NYSE at the
close of business on the trading day preceding the date of the
effective time of the Reverse Stock Split multiplied by the reverse
stock split ratio.
Stockholders should be aware that, under the escheat laws of the
various jurisdictions where stockholders reside, where we are
domiciled and where the funds will be deposited, sums due for
fractional interests resulting from the Reverse Stock Split or
fractional interests in new shares of Class A common stock that are
not timely claimed after the effective time of the Reverse Stock
Split in accordance with applicable law may be required to be paid
to the designated agent for each such jurisdiction. Thereafter,
stockholders otherwise entitled to receive such funds may have to
seek to obtain them directly from the state to which they were
paid.
Effect of the Reverse Stock Split on Employee Plans, Options,
Restricted Stock Units and Performance Stock Units
Pursuant to our 2012 Equity Incentive Plan and our 2017 Equity
Incentive Plan, in connection with any Reverse Stock Split, our
board of directors will reduce the number of shares of Class A
common stock reserved for issuance under such plans in proportion
to the ratio of the Reverse Stock Split. In addition, pursuant to
the various instruments governing our then outstanding stock
options, restricted stock units and performance stock units, in
connection with any Reverse Stock Split, our board of directors
will reduce the number of shares of Class A common stock issuable
upon the exercise or vesting of such stock options, restricted
stock units and performance stock units in proportion to the split
ratio of the Reverse Stock Split and proportionately increase the
exercise price of our outstanding stock options. In connection with
such proportionate adjustments, the number of shares of Class A
common stock issuable upon exercise or vesting of outstanding stock
options, restricted stock units and performance stock units will be
rounded down to the nearest whole share, the exercise prices of
stock options will be rounded up to the nearest cent and no cash
payment will be made in respect of such rounding.
No Appraisal Rights
Stockholders do not have a right to dissent and obtain appraisal
of, or payment for, such stockholders’ capital stock under the
Delaware General Corporation Law, our restated certificate of
incorporation, or our bylaws in connection with the Reverse Stock
Split.
Accounting Matters
The amendment to our restated certificate of incorporation would
not affect the per-share par value of our Class A common stock,
which would remain $0.0001 par value per share, while the number of
outstanding shares of Class A common stock would decrease in
accordance with the split ratio. As a result, as of the effective
time of the Reverse Stock Split, the stated capital attributable to
Class A common stock on our balance sheet would decrease and the
additional paid-in capital account on our balance sheet would
increase by an offsetting amount due to the Reverse Stock Split.
Following the Reverse Stock Split, reported per-share net income or
loss will be higher because there will be fewer shares of Class A
common stock outstanding, and we would adjust historical per-share
amounts set forth in our future financial statements.
BLUE APRON 2023
PROXY STATEMENT
47
PROPOSAL 5―TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF
INCORPORATION, AS AMENDED, TO EFFECT A REVERSE STOCK SPLIT |
RECOMMENDATION OF OUR BOARD OF DIRECTORS
Material U.S. Federal Income Tax Consequences of the Reverse Stock
Split
The following discussion is a summary of the material U.S. federal
income tax consequences of the proposed Reverse Stock Split to U.S.
Holders (as defined below). This discussion is based on the
Internal Revenue Code of 1986, as amended, (the "Code"), U.S.
Treasury Regulations promulgated thereunder, judicial decisions,
and published rulings and administrative pronouncements of the U.S.
Internal Revenue Service (the "IRS"), in each case in effect as of
the date of this Proxy Statement. These authorities may change or
be subject to differing interpretations. Any such change or
differing interpretation may be applied retroactively in a manner
that could adversely affect a U.S. Holder. We have not sought and
will not seek any rulings from the IRS regarding the matters
discussed below. There can be no assurance the IRS or a court will
not take a contrary position to that discussed below regarding the
tax consequences of the proposed Reverse Stock Split.
For purposes of this discussion, a "U.S. Holder" is a beneficial
owner of our Class A common stock that, for U.S. federal income tax
purposes, is:
•an
individual who is a citizen or resident of the United
States;
•a
corporation (or any other entity or arrangement treated as a
corporation for U.S. federal income tax purposes) created or
organized under the laws of the United States, any state thereof,
or the District of Columbia;
•an
estate, the income of which is subject to U.S. federal income tax
regardless of its source; or
•a
trust if (1) its administration is subject to the primary
supervision of a court within the United States and all of its
substantial decisions are subject to the control of one or more
"United States persons" (within the meaning of Section 7701(a)(30)
of the Code), or (2) it has a valid election in effect under
applicable U.S. Treasury Regulations to be treated as a United
States person.
This discussion is limited to U.S. Holders who hold our Class A
common stock as a "capital asset" within the meaning of Section
1221 of the Code (generally, property held for investment). This
discussion does not address all U.S. federal income tax
consequences relevant to the particular circumstances of a U.S.
Holder, including the impact of the Medicare contribution tax on
net investment income. In addition, it does not address
consequences relevant to U.S. Holders that are subject to special
rules, including, without limitation:
•Financial
institutions;
•Insurance
companies;
•Real
estate investment trusts;
•Regulated
investment companies;
•Grantor
trusts;
•U.S.
expatriates and former citizens or long-term residents of the
United States;
•Persons
subject to special tax accounting rules as a result of any item of
gross income with respect to our Class A common stock being taken
into account in an "applicable financial statement" (as defined in
the Code);
•Persons
who hold or received our Class A common stock pursuant to the
exercise of any employee stock option or otherwise as
compensation;
•Tax-exempt
organizations;
•Dealers
or traders in securities or currencies;
•U.S.
Holders who hold Class A common stock as part of a position in a
straddle or as part of a hedging, conversion or integrated
transaction for U.S. federal income tax purposes; or
•U.S.
Holders who have a functional currency other than the U.S.
dollar.
If a partnership (or other entity treated as a partnership for U.S.
federal income tax purposes) is the beneficial owner of our Class A
common stock, the U.S. federal income tax treatment of a partner in
the partnership will generally depend on the status of the partner
and the activities of the partnership. Accordingly, partnerships
(and other entities treated as partnerships for U.S. federal income
tax purposes) holding our Class A common stock and the partners in
such entities should consult their own tax advisors regarding the
U.S. federal income tax consequences of the proposed Reverse Stock
Split to them.
48
BLUE APRON 2023
PROXY STATEMENT
PROPOSAL 5―TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF
INCORPORATION, AS AMENDED, TO EFFECT A REVERSE STOCK SPLIT |
RECOMMENDATION OF OUR BOARD OF DIRECTORS
In addition, the following discussion does not address the U.S.
federal estate and gift tax, alternative minimum tax, or state,
local and non-U.S. tax consequences of the proposed Reverse Stock
Split. Furthermore, the following discussion does not address any
tax consequences of transactions effectuated before, after or at
the same time as the proposed Reverse Stock Split, whether or not
they are in connection with the proposed Reverse Stock
Split.
THIS DISCUSSION IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE TAX ADVICE. STOCKHOLDERS SHOULD CONSULT THEIR TAX
ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME
TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX
CONSEQUENCES OF THE PROPOSED REVERSE STOCK SPLIT ARISING UNDER THE
U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY
STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY
APPLICABLE INCOME TAX TREATY.
The proposed Reverse Stock Split is intended to be treated as a
"recapitalization" for U.S. federal income tax purposes pursuant to
Section 368(a)(1)(E) of the Code. As a result, a U.S. Holder
generally should not recognize gain or loss upon the proposed
Reverse Stock Split for U.S. federal income tax purposes, except
with respect to cash received in lieu of a fractional share of our
Class A common stock, as discussed below. A U.S. Holder's aggregate
adjusted tax basis in the shares of our Class A common stock
received pursuant to the proposed Reverse Stock Split should equal
the aggregate adjusted tax basis of the shares of our Class A
common stock surrendered (reduced by the amount of such basis that
is allocated to any fractional share of our Class A common stock).
The U.S. Holder's holding period in the shares of our Class A
common stock received should include the holding period in the
shares of our Class A common stock surrendered. U.S. Treasury
Regulations provide detailed rules for allocating the tax basis and
holding period of shares of common stock surrendered in a
recapitalization to shares received in the recapitalization. U.S.
Holders who acquired shares of our Class A common stock on
different dates or at different prices should consult their tax
advisors regarding the allocation of the tax basis and holding
period of such shares.
A U.S. Holder that, pursuant to the proposed Reverse Stock Split,
receives cash in lieu of a fractional share of our Class A common
stock should recognize capital gain or loss in an amount equal to
the difference, if any, between the amount of cash received and the
portion of the U.S. Holder's aggregate adjusted tax basis in the
shares of our Class A common stock surrendered that is allocated to
such fractional share. Such capital gain or loss will be short term
if the pre-Reverse Stock Split shares were held for one year or
less at the effective time of the Reverse Stock Split and long term
if held for more than one year.
Payments of cash made in lieu of a fractional share of our Class A
common stock may, under certain circumstances, be subject to
information reporting and backup withholding. To avoid backup
withholding, each holder of our Class A common stock that does not
otherwise establish an exemption should furnish its taxpayer
identification number and comply with the applicable certification
procedures.
Backup withholding is not an additional tax and amounts withheld
will be allowed as a credit against the holder's U.S. federal
income tax liability and may entitle such holder to a refund,
provided the required information is timely furnished to the IRS.
U.S. Holders should consult their own tax advisors regarding the
application of the information reporting and backup withholding
rules to them.
Recommendation of Our Board of Directors
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The board of directors recommends that you vote
FOR
the approval of the amendment to our restated certificate of
incorporation, as amended, to approve the Reverse Stock
Split
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BLUE APRON 2023
PROXY STATEMENT
49
Security Ownership of Certain
Beneficial Owners and Management
AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information known to us
regarding the beneficial ownership of our capital stock as of March
31, 2023, for:
•each
person, or group of affiliated persons, known by us to beneficially
own more than 5% of our Class A common stock;
•each
of our named executive officers;
•each
of our directors; and
•all
of our executive officers and directors as a group.
Applicable percentage ownership is based on 69,735,289 shares of
Class A common stock outstanding at March 31, 2023. The number of
shares beneficially owned by each stockholder is determined under
rules of the SEC and includes voting or investment power with
respect to securities. Under these rules, beneficial ownership
includes any shares as to which the individual or entity has sole
or shared voting power or investment power.
In computing the number of shares beneficially owned by an
individual or entity and the percentage ownership of that person,
shares of Class A common stock subject to options, warrants or
other rights held by such person that are currently exercisable or
will become exercisable within 60 days after March 31, 2023 are
considered outstanding, although these shares are not considered
outstanding for purposes of computing the percentage ownership of
any other person. At March 31, 2023, there were no outstanding
shares of Class B common stock or Class C capital
stock.
Unless otherwise indicated, the address of all listed stockholders
is c/o Blue Apron Holdings, Inc., 28 Liberty Street, New York, NY
10005. Each of the stockholders listed has sole voting and
investment power with respect to the shares beneficially owned by
the stockholder unless noted otherwise, subject to community
property laws where applicable. Beneficial ownership representing
less than 1% is denoted with an asterisk (*).
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Name |
Shares Beneficially Owned |
% of Total
Voting Power |
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Class A |
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Number |
% |
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5% STOCKHOLDERS |
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Joseph N. Sanberg(1)(11)
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27,562,492 |
31.0% |
31.0%(2)
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RJB Partners LLC(3)(11)
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25,717,585 |
29.0% |
29.0%(2)
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UBS O'Connor(4)
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6,265,813 |
9.0% |
9.0% |
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DPH Holdings Ltd.(5)
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3,538,054 |
5.1% |
5.1% |
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NAMED EXECUTIVE OFFICERS AND DIRECTORS |
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Linda Findley(6)(11)
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278,413 |
* |
* |
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Meredith L. Deutsch(7)(11)
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46,341 |
* |
* |
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Irina Krechmer(8)(11)
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65,009 |
* |
* |
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Beverly Carmichael |
2,674 |
* |
* |
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Jennifer Carr-Smith |
18,574 |
* |
* |
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Brenda Freeman |
18,574 |
* |
* |
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Elizabeth Huebner(9)(11)
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57,453 |
* |
* |
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Amit Shah |
2,945 |
* |
* |
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ALL EXECUTIVE OFFICERS AND
DIRECTORS AS A GROUP
(12 PERSONS)(10)(11)
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535,953 |
* |
* |
50
BLUE APRON 2023
PROXY STATEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
*Less
than 1%
(1)Consists
of: (i) 1,250 shares of Class A common stock beneficially owned by
Aspiration Growth Opportunities II GP, LLC (of which Mr. Sanberg is
managing member); (ii) 6,622,956 shares of Class A common stock
held by RJB Partners LLC (of which Mr. Sanberg is managing member)
("RJB Partners"); (iii) 1,666,666 of Class A common stock held by
Long Live Bruce, LLC (of which Mr. Sanberg is the managing member;
(iv) 176,991 shares of Class A common stock held by Remember Bruce,
LLC (of which Mr. Sanberg is the managing member ); (v) 9,823,009
of Class A common stock issuable upon the Second RJB Closing, which
has not yet closed, (as defined under “Related Party Transactions”
of this Proxy Statement); and (vi) 9,271,620 shares of Class A
common stock issuable upon the exercise of warrants held by RJB
Partners. Does not reflect impact of the exercise caps in the
warrants purchased pursuant to the Purchase Agreement dated
September 15, 2021, that we entered into with RJB Partners and
Matthew B. Salzberg (the “September 2021 Purchase Agreement”) and
the February 2022 Purchase Agreement (as defined under “Related
Party Transactions” of this Proxy Statement), which prohibit RJB
Partners from exercising warrants for such number of shares of
Class A common stock to the extent that if the warrants were
exercisable, such exercise would result in RJB Partners and/or its
affiliates owning more than 33% of the aggregate outstanding voting
power of the company’s equity interests. Share amounts include the
shares of Class A common stock referred to in Footnote 4
below.
(2)Pursuant
to the September 2021 Purchase Agreement and the February 2022
Purchase Agreement, as further described under “Related Person
Transactions” of this Proxy Statement, RJB Partners (of which Mr.
Sanberg is managing member) and its affiliates under common control
are required to vote all shares in excess of 19.9% of the company’s
outstanding voting securities in proportion with the company’s
other stockholders.
(3)Consists
of: (i) 6,622,956 shares of Class A common stock beneficially owned
by RJB Partners; (ii) 9,823,009 of Class A common stock issuable
upon the Second RJB Closing; and (iii) 9,271,620 shares of Class A
common stock issuable upon the exercise of warrants held by RJB
Partners. Does not reflect impact of the exercise caps in the
warrants purchased pursuant to the September 2021 Purchase
Agreement and February 2021 Purchase Agreement, which prohibit RJB
Partners from exercising warrants for such number of shares of
Class A common stock to the extent that if the warrants were
exercisable, such exercise would result in RJB Partners and/or its
affiliates owning more than 33% of the aggregate outstanding voting
power of the company’s equity interests. Share amounts include the
shares of Class A common stock referred to in Footnote 4
below.
(4)As
reported on a 13D filed on November 15, 2021 by RJB Partners and
Mr. Sanberg, RJB Partners reported ownership of 6,362,783 shares of
our Class A common stock, and further that “the purchase price” for
such shares “was funded with a portion of the proceeds of a loan
from O’Connor and Associates, a subsidiary of UBS Group AG (“UBS
O’Connor”), which is secured by, among other things, a customary
pledge of all of the shares of Class A Common Stock held by RJB
Partners and Mr. Sanberg.” As reported on a Schedule 13G filed with
the SEC on February 13, 2023, UBS O’Connor, LLC reported that it
has sole voting and dispositive power with respect to 6,265,813
shares of our outstanding Class A common stock. These 6,362,783
shares are also included in Footnotes 1 and 3 above.
(5)The
information shown is based upon disclosures filed on a Schedule
13G/A with the SEC on February 10, 2023 based on holdings as of
December 31, 2022 by DPH Holdings Ltd. The address of DPH Holdings
Ltd. is: SUITE 3E-1, LANDMARK SQUARE 64 EARTH CLOSE, GRAND CAYMAN
E9 KY1-9006.
(6)Consists
of (i) 234,644 shares of Class A common stock held by Ms. Findley;
(ii) 17,329 shares of Class A common stock issuable to Ms. Findley
pursuant to restricted stock units vesting within 60 days of March
31, 2023; and (iii) 26,440 shares of Class A common stock issuable
upon the exercise of warrants held by Ms. Findley.
(7)Consists
of (i) 39,496 shares of Class A common stock held by Ms. Deutsch;
and (ii) 6,845 shares of Class A common stock issuable to Ms.
Deutsch pursuant to restricted stock units vesting within 60 days
of March 31, 2023.
(8)Consists
of (i) 56,516 shares of Class A common stock held by Ms. Krechmer;
and (ii) 8,493 shares of Class A common stock issuable to Ms.
Krechmer pursuant to restricted stock units vesting within 60 days
of March 31, 2023.
(9)Consists
of (i) 49,388 shares of Class A common stock held by Ms. Huebner;
and (ii) 8,065 shares of Class A common stock issuable upon the
exercise of warrants held by Ms. Huebner.
(10)Consists
of (i) 466,104 shares of Class A common stock; (ii) 35,344, shares
of Class A common stock issuable pursuant to restricted stock units
vesting within 60 days of March 31, 2023; and (iii) 34,505 shares
of Class A common stock issuable upon the exercise of
warrants.
(11)In
computing the number of shares beneficially owned by an individual
or entity and the percentage ownership of that person, shares of
Class A common stock subject to options, warrants or other rights
held by such person that are currently exercisable or will become
exercisable within 60 days after March 31, 2023 are considered
outstanding, although these shares are not considered outstanding
for purposes of computing the percentage ownership of any other
person.
BLUE APRON 2023
PROXY STATEMENT
51
Executive
COMPENSATION
Executive Compensation Overview
This section describes the material elements of compensation
awarded to, earned by or paid to our chief executive officer and
our two most highly compensated executive officers (other than our
chief executive officer). We refer to this group of executive
officers as our “named executive officers.”
For 2022, our named executive officers were:
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Linda Findley |
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Irina Krechmer |
|
President and chief executive officer |
|
Chief technology officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Meredith L. Deutsch |
|
|
|
|
General counsel and corporate secretary |
|
|
|
This section also provides qualitative information regarding the
manner and context in which compensation is awarded to and earned
by our executive officers and is intended to place in perspective
the data presented in the tables and narrative discussions that
follow.
Summary Compensation Table
The following table presents information regarding the total
compensation awarded to, earned by, or paid to each of our named
executive officers during the years indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and principal position |
Year |
|
Salary
($) |
|
Bonus
($) |
|
Stock
awards(1)
|
|
All other
compensation
($) |
Total
($) |
|
Linda Findley
President and chief executive Officer
|
2022 |
|
500,000 |
|
— |
|
1,265,394 |
|
— |
1,765,394 |
|
2021 |
|
460,274 |
|
250,000 |
|
647,000 |
|
— |
1,357,274 |
|
Meredith L. Deutsch
General counsel and corporate secretary
|
2022 |
|
456,277 |
(2)
|
— |
|
335,335 |
|
— |
791,612 |
|
2021 |
|
445,000 |
|
166,598 |
|
342,910 |
|
— |
954,508 |
|
Irina Krechmer
Chief technology officer
|
2022 |
(3)
|
398,526 |
(4)
|
— |
|
284,718 |
|
— |
683,244 |
52
BLUE APRON 2023
PROXY STATEMENT
EXECUTIVE COMPENSATION |
NARRATIVE TO SUMMARY COMPENSATION TABLE
(1)The
amounts reported in this column represent the aggregate grant date
fair value of the performance-based restricted stock units (“PSUs”)
and restricted stock units (“RSUs”) granted to the named executive
officers during the applicable year, as computed in accordance with
FASB Accounting Standards Codification Topic 718,
Compensation—Stock Compensation. PSUs are subject to vesting
conditions that are tied to the achievement of the relative total
shareholder return comparative to the Russell 2000 and time-based
requirements. RSUs are subject to the vesting conditions that are
tied to time-based requirements. The assumptions used in
calculating the grant date fair value of the PSUs and RSUs reported
in this column are set forth in Note 12 “Share-based Compensation”
of our Annual Report on Form 10-K for the year ended December 31,
2022.
(2)Ms.
Deutsch’s annual base salary increased from $445,000 to $459,000
effective as of March 13, 2022.
(3)Because
Ms. Krechmer was not an NEO prior to 2022, compensation information
is not provided for 2021.
(4)Ms.
Krechmer’s annual base salary increased from $380,000 to $403,000
effective as of March 13, 2022.
Narrative to Summary Compensation Table
We review compensation annually for all employees, including our
executives. In setting executive base salaries and bonuses and
granting equity incentive awards, we consider:
•compensation
for comparable positions in the market,
•the
historical compensation levels of our executives,
•individual
performance as compared to our expectations and
objectives,
•our
desire to motivate our employees to achieve short- and long-term
results that are in the best interests of our stockholders,
and
•a
long-term commitment to our company.
Our executive compensation total rewards approach is divided into
four components: base salary, annual bonus (short-term incentives),
long-term incentives and benefits. We have established guidelines
to structure each element of compensation between the median and
75% of the relevant market comparative set.
Specifically, our people, culture and compensation committee
believes that executive compensation should be determined using a
comprehensive approach, involving an evaluation of a wide variety
of relevant factors, including the competitive market for executive
talent, individual skills and experience, company performance, and
internal pay equity. While the people, culture and compensation
committee has identified target guidelines for each element of
compensation, it does not use a predefined framework to weigh the
relative importance of the evaluation criteria, and the emphasis
placed on specific evaluation factors may vary from executive to
executive. Ultimately, the terms on which any given executive
officer is employed reflect the people, culture and compensation
committee’s independent judgment regarding the amount and form of
compensation necessary to attract, retain, and motivate that
individual.
Under our compensation program, a significant portion of the
compensation awarded to our chief executive officer and named
executive officers is generally subject to the achievement of
pre-established short-term financial performance goals or is tied
to the stock price.
The people, culture and compensation committee believes that
executive compensation that is variable and tied our performance
incentivizes business and financial performance and, by linking
certain components of compensation with stock performance, aligns
the interests of executives with those of our stockholders. In
terms of target pay mix for 2022, for Ms. Findley, 50% of her
target total compensation was performance-based (annual bonus and
PSU awards), and for the other named executive officers, an average
of approximately 45% of target total compensation was
performance-based (annual bonus and PSU awards).
Our chief executive officer typically proposes base salary, target
bonuses and equity incentive compensation for members of our
executive team (excluding himself or herself, as applicable) to the
people, culture and compensation committee. The chief executive
officer’s proposals are based on the company’s pay philosophy and
methodology and in line with executive compensation for similarly
situated executives at peer companies. Our people, culture and
compensation committee then typically reviews and discusses the
proposals with the chief executive officer for all executives other
than the chief executive officer. The people, culture and
compensation committee, without the applicable members of
management present, further discusses the chief executive officer’s
recommendations and ultimately recommends for our board of
directors’ approval the base salary, target bonuses and equity
incentive compensation of our executive officers for the current
year, as well as the amount of executive officer cash bonuses for
the prior year, based on the attainment of company and individual
goals. The chief executive officer is not present during voting or
deliberations regarding her compensation by the people, culture and
compensation committee or the board of directors.
BLUE APRON 2023
PROXY STATEMENT
53
EXECUTIVE COMPENSATION |
NARRATIVE TO SUMMARY COMPENSATION TABLE
BASE SALARY
In 2022, we paid annual base salaries to our named executive
officers as follows:
|
|
|
|
|
|
|
Named executive officer |
Base salaries
($) |
|
Ms. Findley |
500,000 |
|
Ms. Deutsch(¹)
|
459,000 |
|
Ms. Krechmer(²)
|
403,000 |
(¹)
Ms. Deutsch’s annual base salary increased from $445,000 to
$459,000 effective as of March 13, 2022.
(²)
Ms. Krechmer’s annual base salary increased from $380,000 to
$403,000 effective as of March 13, 2022.
These base salaries were determined based on a variety of factors,
including using a competitive assessment of similarly situated
executives at peer companies, and taking into account customary
annual base salary increases, recognizing their individual
performance and providing competitive compensation to retain key
executives. We use base salaries to recognize the experience,
skills, knowledge and responsibilities required of all our
employees, including our named executive officers. None of our
named executive officers is currently party to an employment
agreement or other agreement or arrangement that provides for
automatic or scheduled increases in base salary and the people,
culture and compensation committee reviews annual base salary each
year.
ANNUAL BONUS
Our board of directors may, in its discretion, award bonuses to our
named executive officers from time to time. We typically establish
annual bonus targets based around a set of specified corporate
goals for our named executive officers, along with individual
goals, and conduct an annual performance review to determine the
attainment of such goals. The target bonuses for our named
executive officers for 2022 were:
|
|
|
|
|
|
|
Named executive officer |
Target annual bonus,
as a percentage of
base salary |
|
Ms. Findley |
100% |
|
Ms. Deutsch |
75% |
|
Ms. Krechmer |
75% |
Our management may propose bonus awards to the people, culture and
compensation committee or the board of directors primarily based on
such review process and such target percentages. Our people,
culture and compensation committee determines or makes a
recommendation to the board of directors regarding eligibility
requirements for and the amount of such bonus awards. With respect
to 2022, no bonuses were paid to our named executive officers based
on the company’s performance in 2022.
EQUITY INCENTIVES
Although we do not have a formal policy with respect to the grant
of equity incentive awards to our executive officers, or any formal
equity ownership guidelines applicable to them, other than for our
chief executive officer pursuant to our Stock Ownership Guidelines,
we believe that equity grants:
•provide
our executives with a strong link to our long-term
performance,
•create
an ownership culture, and
•help
to align the interests of our executives and our
stockholders.
In addition, we believe that equity grants with a time-based
vesting feature promote executive retention because this feature
incentivizes our executive officers to remain in our employment
during the vesting period. Accordingly, our people, culture and
compensation committee and board of directors periodically review
the equity incentive compensation of our named executive officers
and from time to time may grant equity incentive awards to them in
the form of stock options, PSUs and/or RSUs. For example, in 2021,
the people, culture and compensation committee determined to shift
the company’s equity incentive award strategy from time-based RSU
awards to PSU awards with vesting subject to (i) our Class A common
stock achieving certain minimum unweighted closing prices per
share, averaged over a 30 consecutive trading day period prior to
February 25, 2024 and (ii) time-based vesting. In addition, in
2022, the people, culture and compensation committee determined to
shift the company’s equity award strategy for our executive
officers to a mix of 50% RSUs and 50% PSUs, with the number of PSUs
that could be earned and vest depending on our total stockholder
return (“TSR”) over the performance period beginning February 25,
2022 and ending February 25, 2025, relative to the TSR of the group
companies in the Russell 2000 Index. The actual number of shares
that may vest ranges from 0% to 200% of the PSUs
awarded.
54
BLUE APRON 2023
PROXY STATEMENT
EXECUTIVE COMPENSATION |
NARRATIVE TO SUMMARY COMPENSATION TABLE
On March 1, 2021, our people, culture and compensation committee
granted PSU awards representing the right to receive an aggregate
amount of 100,000 shares, 53,000 shares, and 45,000 shares to each
of Ms. Findley, Ms. Deutsch, and Ms. Krechmer, respectively. The
aggregate targeted dollar value of these PSU awards was
approximately $1,000,000, $530,000, and $450,000 for each of Ms.
Findley, Ms. Deutsch, and Ms.Krechmer, respectively adjusted, based
on the grant methodology described in the following sentence. The
number of shares of Class A common stock underlying each such PSU
award was determined by dividing the target dollar value of each
award by $10.00. Vesting of 50%, 25% and 25% of the PSUs granted on
March 1, 2021 is subject to our Class A common stock achieving
certain minimum unweighted closing prices per share averaged over a
30 consecutive trading day period prior to February 25, 2024. PSUs
that meet the stock price targets referred to in the prior sentence
will vest (i) 50% on the later to occur of (A) the date a stock
price target is met and (B) February 25, 2022 and (ii) 50% on
February 25, 2024. Any PSUs that have not achieved the performance
targets by February 25, 2024 shall expire and have no further force
or effect. As of April 13, 2023 none of the performance targets had
been met.
On February 25, 2022, our people, culture and compensation
committee granted PSU awards representing the right to receive an
aggregate amount of 93,387 shares, 24,748 shares, and 21,012 shares
to each of Ms. Findley, Ms. Deutsch and Ms. Krechmer, respectively,
and RSU awards representing the right to receive an aggregate
amount of 93,387 shares,
24,748 shares, and 21,013 shares
to each of Ms. Findley, Ms. Deutsch and Ms. Krechmer,
respectively.
The aggregate targeted dollar value of the RSU and PSU awards was
approximately $1,500,000, $397,507, and $337,507 for each of Ms.
Findley, Ms. Deutsch, and Ms.Krechmer, respectively adjusted, based
on the grant methodology described in the following sentence. The
number of shares of Class A common stock underlying each such RSU
and PSU award was determined by dividing the target dollar value of
each award by $8.0311, representing the average 90-trading day
price of the Class A common stock. Each PSU and each RSU represents
the right to receive one share of Class A common stock. The RSUs
granted in 2022 to our named executive officers vest in equal
quarterly installments on each May 25, August 25, November 25 and
February 25 through February 25, 2025.
The PSUs vest on February 25, 2025, subject to the meeting of the
performance metrics during the performance period.
The number of PSUs that could be earned and vest under the grant
depends on our TSR over the performance period beginning February
25, 2022 and ending February 25, 2025 relative to the TSR of the
group companies in the Russell 2000 Index. The actual number of
shares that may vest ranges from 0% to 200% of the target
amount.
Any PSUs that have not achieved the performance targets by February
25, 2025 shall expire and have no further force or
effect.
On February 25, 2023, our people, culture and compensation
committee granted PSU awards representing the right to receive an
aggregate amount of 150,000 shares,
37,500 shares, and 37,500 shares
to each of Ms. Findley, Ms. Deutsch and Ms. Krechmer, respectively,
and RSU awards representing the right to receive an aggregate
amount of 150,000 shares, 37,500 shares, and 37,500 shares
to each of Ms. Findley, Ms. Deutsch and Ms. Krechmer, respectively.
In 2023, the people, culture and compensation committee shifted to
a share-based grant methodology tied to a fixed pool of shares to
be granted by employee level in lieu of the value-based methodology
in prior years, and, accordingly, the number of shares of Class A
common stock underlying each such RSU and PSU award for 2023 was
determined by application of the share-based grant model. Each PSU
and each RSU represents the right to receive one share of Class A
common stock. The RSUs granted in 2023 to our named executive
officers vest in equal quarterly installments on each May 25,
August 25, November 25 and February 25 through February 25,
2026.
The PSUs vest on February 25, 2026, subject to the meeting of the
performance metrics during the performance period.
The number of PSUs that could be earned and vest under the grant
depend on the company's TSR over the performance period beginning
January 1, 2023 and ending December 31, 2025 relative to the TSR of
the group companies in the Russell 2000 Index. The actual number of
shares that may vest ranges from 0% to 200% of the target amount.
Any PSUs that have not achieved the performance targets by December
31, 2025 shall expire and have no further force or
effect.
In addition, on February 25, 2023, the people, culture and
compensation committee granted RSU awards as special recognition
and retention incentive awards to Ms. Deutsch and Ms. Krechmer
representing the right to each to receive an aggregate amount of
30,000 shares of Class A common stock.
These RSUs will vest in full on February 25, 2024.
On March 25, 2023,
the people, culture and compensation committee granted
an RSU award as a special recognition and retention incentive award
to Ms. Findley representing the right to receive an aggregate
amount of 75,000 shares of Class A common stock.
These RSUs will vest in full on March 25, 2024.
The people, culture and compensation committee determined to grant
the special recognition awards as retention incentives to maintain
critical business functions for our named executive officers and
other executive officers.
The vesting is subject to the named executive officer’s continued
service to us on each applicable vesting date.
BLUE APRON 2023
PROXY STATEMENT
55
EXECUTIVE COMPENSATION |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
Outstanding Equity Awards at Fiscal Year-End
The following table summarizes the outstanding equity awards held
by each named executive officer as of December 31,
2022.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option awards |
|
Stock awards |
|
Name |
Number of
securities
underlying
unexercised
options
(#)
exercisable |
Number of
securities
underlying
unexercised
options
(#)
unexercisable |
Option
exercise
price
($) |
Option
expiration
date |
|
Number of
shares or
units of
stock that
have not
vested
(#) |
Market value
of shares of
units of
stock that
have not
vested(1)
($)
|
|
Linda Findley |
— |
— |
— |
— |
|
301,040(2)
|
249,863 |
|
Meredith L. Deutsch |
— |
— |
— |
— |
|
117,120(3)
|
97,210 |
|
Irina Krechmer |
— |
— |
— |
— |
|
105,756(4)
|
87,777 |
(1)This
column represents the market value of the shares underlying RSUs
and PSUs as of December 30, 2022, based on the closing price of our
Class A common stock, as reported on the NYSE, of $0.83 per share
on December 30, 2022.
(2)Represents
RSU awards granted on May 25, 2019, February 27, 2020, May 25, 2020
August 25, 2020, November 25, 2020, and February 25, 2022 and PSU
awards granted on March 1, 2021 and February 25, 2022 for 544,174
shares of Class A common stock under our 2017 Equity Incentive
Plan. The RSUs and PSUs vest as follows:
(i)The
May 2019 RSU grant vested 3.38% of the RSUs on May 25, 2019, 6.25%
of the RSUs in equal installments for the 15 quarters thereafter,
and the remaining 2.87% on May 25, 2023.
(ii)The
February 2020 RSU grant began vesting on May 25, 2020 in equal
quarterly installments of 6.25% until it becomes fully vested on
February 25, 2024.
(iii)The
May 2020 RSU grant vested in 8.31% quarterly installments until
February 25, 2021 and thereafter vests in equal 6.25% quarterly
installments until it becomes fully vested on February 25,
2024.
(iv)The
August 2020 RSU grant vested in 12.5% quarterly installments until
February 25, 2021 and thereafter vests in equal 6.25% quarterly
installments until it becomes fully vested on February 25,
2024.
(v)The
November 2020 RSU grant vested 25% on February 25, 2021 and
thereafter vests in equal 6.25% quarterly installments until it
becomes fully vested on February 25, 2024.
(vi)The
March 2021 PSU grant will vest 50%, 25% and 25% of the PSUs is
subject to the issuer’s Class A Common Stock achieving certain
minimum unweighted closing prices per share averaged over a 30
consecutive trading day period prior to February 25, 2024. PSUs
that meet the stock price targets referred to in the prior sentence
will vest (i) 50% on the later to occur of (A) the date a stock
price target is met and (B) February 25, 2022 and (ii) 50% on
February 25, 2024. Any PSUs that have not achieved the performance
targets by February 25, 2024 shall expire and have no further force
or effect.
(vii)The
February 2022 RSU grant began vesting on May 25, 2022 in equal
quarterly installments of 8.33% until it becomes fully vested on
February 25, 2025.
(viii)The
February 2022 PSU grant will vest on February 25, 2025, subject to
meeting the performance metrics during the performance period. The
number of PSUs that could be earned and vest under the grant
depends on our TSR over the performance period beginning February
25, 2022 and ending February 25, 2025 relative to the TSR of the
group companies in the Russell 2000 Index. The actual number of
shares that may vest ranges from 0% to 200% of the target amount.
Any PSUs that have not achieved the performance targets by February
25, 2025 shall expire and have no further force.
The vesting is subject to the named executive officer’s continued
service to us on each applicable vesting date.
(3)Represents
RSU awards granted on November 25, 2019, February 27, 2020, May 25,
2020 August 25, 2020, November 25, 2020, and February 25, 2022 and
PSU awards granted on March 1, 2021 and February, 25 2022 for
179,053 shares of Class A common stock under our 2017 Equity
Incentive Plan. The RSUs and PSUs vest as follows:
(i)The
November 2019 RSU grant vested 25% of the RSUs on November 25, 2020
and thereafter vests in equal 6.25% quarterly installments until it
becomes fully vested on November 25, 2023.
(ii)The
February 2020 RSU grant began vesting on May 25, 2020 in equal
quarterly installments of 6.25% until it becomes fully vested on
February 25, 2024.
(iii)The
May 2020 RSU grant vested in 8.31% quarterly installments until
February 25, 2021 and thereafter vests in equal 6.25% quarterly
installments until it becomes fully vested on February 25,
2024.
56
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PROXY STATEMENT
EXECUTIVE COMPENSATION |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
(iv)The
August 2020 RSU grant vested in 12.5% quarterly installments until
February 25, 2021 and thereafter vests in equal 6.25% quarterly
installments until it becomes fully vested on February 25,
2024.
(v)The
November 2020 RSU grant vested as to 25% of the RSUs on February
25, 2021 and thereafter vests in equal 6.25% quarterly installments
until it becomes fully vested on February 25, 2024.
(vi)The
March 2021 PSU grant will vest 50%, 25% and 25% of the PSUs is
subject to the issuer’s Class A Common Stock achieving certain
minimum unweighted closing prices per share averaged over a 30
consecutive trading day period prior to February 25, 2024. PSUs
that meet the stock price targets referred to in the prior sentence
will vest (i) 50% on the later to occur of (A) the date a stock
price target is met and (B) February 25, 2022 and (ii) 50% on
February 25, 2024. Any PSUs that have not achieved the performance
targets by February 25, 2024 shall expire and have no further force
or effect.
(vii)The
February 2022 RSU grant began vesting on May 25, 2022 in equal
quarterly installments of 8.33% until it becomes fully vested on
February 25, 2025.
(viii)The
February 2022 PSU grant will vest on February 25, 2025, subject to
meeting the performance metrics during the performance period. The
number of PSUs that could be earned and vest under the grant
depends on our TSR over the performance period beginning February
25, 2022 and ending February 25, 2025 relative to the TSR of the
group companies in the Russell 2000 Index. The actual number of
shares that may vest ranges from 0% to 200% of the target amount.
Any PSUs that have not achieved the performance targets by February
25, 2025 shall expire and have no further force
The vesting is subject to the named executive officer’s continued
service to us on each applicable vesting date.
(4)Represents
RSU awards granted on August 25, 2019, February 27, 2020, May 25,
2020, August 25, 2020, November 25, 2020, and February 25, 2022 and
PSU awards granted on March 1, 2021 and February 25, 2022 for
194,911 shares of Class A common stock under our 2017 Equity
Incentive Plan. The RSUs and PSUs vest as follows:
(i)The
August 2019 RSU grant vested 25% of the RSUs on August 25, 2020 and
thereafter vests in equal 6.25% quarterly installments until it
becomes fully vested on August 25, 2023.
(ii)The
February 2020 RSU grant began vesting on May 25, 2020 in equal
quarterly installments of 6.25% until it becomes fully vested on
February 25, 2024.
(iii)The
May 2020 RSU grant vested in 8.31% quarterly installments until
February 25, 2021 and thereafter vests in equal 6.25% quarterly
installments until it becomes fully vested on February 25,
2024.
(iv)The
August 2020 RSU grant vested in 12.5% quarterly installments until
February 25, 2021 and thereafter vests in equal 6.25% quarterly
installments until it becomes fully vested on February 25,
2024.
(v)The
November 2020 RSU grant vested 25% of the RSUs on February 25, 2021
and thereafter vests in equal 6.25% quarterly installments until it
becomes fully vested on February 25, 2024.
(vi)The
March 2021 PSU grant vests 50%, 25% and 25% of the PSUs is subject
to the issuer’s Class A Common Stock achieving certain minimum
unweighted closing prices per share averaged over a 30 consecutive
trading day period prior to February 25, 2024. PSUs that meet the
stock price targets referred to in the prior sentence will vest (i)
50% on the later to occur of (A) the date a stock price target is
met and (B) February 25, 2022 and (ii) 50% on February 25, 2024.
Any PSUs that have not achieved the performance targets by February
25, 2024 shall expire and have no further force or
effect.
(vii)The
February 2022 RSU grant began vesting on May 25, 2022 in equal
quarterly installments of 8.33% until it becomes fully vested on
February 25, 2025.
(viii)The
February 2022 PSU grant will vest on February 25, 2025, subject to
meeting the performance metrics during the performance period. The
number of PSUs that could be earned and vest under the grant
depends on our TSR over the performance period beginning February
25, 2022 and ending February 25, 2025 relative to the TSR of the
group companies in the Russell 2000 Index. The actual number of
shares that may vest ranges from 0% to 200% of the target amount.
Any PSUs that have not achieved the performance targets by February
25, 2025 shall expire and have no further force.
The vesting is subject to the named executive officer’s continued
service to us on each applicable vesting date.
BLUE APRON 2023
PROXY STATEMENT
57
EXECUTIVE COMPENSATION |
EQUITY COMPENSATION PLAN INFORMATION
Equity Compensation Plan Information
Our equity compensation plans consist of our 2012 Equity Incentive
Plan and our 2017 Equity Incentive Plan. Prior to our IPO, we
granted awards under the 2012 Equity Incentive Plan. Following our
IPO, any remaining shares available for issuance under our 2012
Equity Incentive Plan were added to the shares reserved under our
2017 Equity Incentive Plan.
The following table shows certain information concerning all of our
equity compensation plans in effect as of December 31,
2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation plans |
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights |
Weighted-average
exercise price of
outstanding options,
warrants and rights(1)
($)
|
Number of securities
remaining available for
future issuance under
equity compensation
plans |
|
Equity compensation plans approved by security holders |
|
|
|
|
|
2012 Equity Incentive Plan |
26,705 |
95.49 |
— |
|
|
2017 Equity Incentive Plan |
2,290,605 |
— |
2,131,798 |
|
|
Equity compensation plans not approved by security
holders |
— |
— |
— |
|
|
Total |
2,317,310 |
95.49 |
2,131,798 |
(1)The
weighted average exercise price is calculated based solely on
outstanding stock options. It does not take into account the shares
of our common stock underlying RSUs and PSUs, which have no
exercise price.
58
BLUE APRON 2023
PROXY STATEMENT
EXECUTIVE COMPENSATION |
PAY VERSUS PERFORMANCE DISCLOSURE
Pay Versus Performance Disclosure
The following tables and related disclosures provide information
about (i) the “total compensation” of our principal executive
officer (“PEO”) and our other named executive officers (“Other
NEOs”) as presented under “Executive Compensation—Summary
Compensation Table” on page
52
of this Proxy Statement (the “SCT Amounts”),
(ii) the “compensation actually paid” to our PEO and our Other
NEOs, as calculated pursuant to the SEC’s pay-versus-performance
rules (the “CAP Amounts”), (iii) certain financial performance
measures, and (iv) the relationship of the CAP Amounts to those
financial performance measures.
This disclosure has been prepared in accordance with Item 402(v) of
Regulation S-K under the Exchange Act and does not necessarily
reflect value actually realized by the executives or how our
people, culture and compensation committee evaluates compensation
decisions in light of company or individual performance. For
discussion of how our executive compensation program embodies a
pay-for-performance philosophy that supports our business strategy
and aligns the interests of our executives with our stockholders,
please review the “Executive Compensation” section of this Proxy
Statement beginning on page 52.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year (a)
|
Summary Compensation Table Total for PEO (b) (1)
|
Compensation Actually Paid to PEO (c)
(1)(2)
|
Average Summary Compensation Table Total for Non-PEO Named
Executive Officers (d)
(1)
|
Average Compensation Actually Paid to Non-PEO Named Executive
Officers (e)
(1)(2)
|
Value of Initial Fixed $100 Investment Based on Total Shareholder
Return (f)
|
Net Income (Loss) (in millions) (g)
|
|
2022
|
$1,765,394 |
$(104,354) |
$737,428 |
$91,515 |
$14.85 |
$(109.733) |
|
2021
|
$1,357,274 |
$1,291,147 |
$986,985 |
$866,960 |
$120.39 |
$(88.381) |
(1) The PEO was Linda Findley for both years in the table. The
Other NEOs were Meredith Deutsch and Irina Krechmer for 2022 and
Meredith Deutsch and Randy Greben, the former Chief Financial
Officer, for 2021.
(2) The following table describes the adjustments, each of which is
required by SEC rule, to calculate the CAP Amounts from the SCT
Amounts of our PEO (column (b)) and our Other NEOs (column (d)).
The SCT Amounts and the CAP Amounts do not reflect the actual
amount of compensation earned by or paid to our executives during
the applicable years, but rather are amounts determined in
accordance with Item 402 of Regulation S-K under the Exchange
Act.
BLUE APRON 2023
PROXY STATEMENT
59
EXECUTIVE COMPENSATION |
PAY VERSUS PERFORMANCE DISCLOSURE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
|
2022
|
2021
|
|
PEO
|
Other NEOs*
|
PEO
|
Other NEOs*
|
|
SCT Amounts
|
$1,765,394 |
$737,428 |
$1,357,274 |
$986,985 |
|
Adjustments for stock and option awards
|
|
(Subtract): Aggregate value for stock awards and option awards
included in SCT for the covered fiscal year
|
$(1,265,394) |
$(310,027) |
$(647,000) |
$(365,555) |
|
Add: Fair value at year end of awards granted during the covered
fiscal year that were outstanding and unvested at the covered
fiscal year end
|
$83,349 |
$20,421 |
$36,700 |
$207,355 |
|
Add (Subtract): Year-over-year change in fair value at covered
fiscal year end of awards granted in any prior fiscal year that
were outstanding and unvested at the covered fiscal year
end
|
$(587,911) |
$(311,485) |
$116,244 |
$22,773 |
|
Add: Vesting date fair value of awards granted and vested during
the covered fiscal year
|
$80,077 |
$19,618 |
$0 |
$0 |
|
Add (Subtract): Change as of the vesting date (from the end of the
prior fiscal year) in fair value of awards granted in any prior
fiscal year for which vesting conditions were satisfied during the
covered fiscal year
|
$(179,868) |
$(64,441) |
$97,629 |
$15,403 |
|
CAP Amounts (as calculated)
|
$(104,354) |
$91,515 |
$1,291,147 |
$866,960 |
Valuation assumptions used to calculate fair values did not
materially differ from those used to calculate fair values at the
time of grant as reflected in the SCT Amounts.
RELATIONSHIP BETWEEN CAP AMOUNTS AND PERFORMANCE
MEASURES
The following
charts
show graphically the relationships over the past two years of the
CAP Amounts for our PEO and Other NEOs as compared to our (i)
cumulative total shareholder return and
(ii) net income (loss).
60
BLUE APRON 2023
PROXY STATEMENT
EXECUTIVE COMPENSATION |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN
CONTROL
Potential Payments Upon Termination or Change in
Control
The Blue Apron Holdings, Inc. Executive Severance Benefits Plan,
adopted by our people, culture and compensation committee in
February 2018 (the “Severance Plan”), provides certain designated
eligible full-time executives of the company or any of its
subsidiaries whose position generally is at or above the level of
Senior Vice President or its equivalent (“Covered Employees”),
including our named executive officers, certain severance benefits
upon the occurrence of the following events (each, a “Covered
Termination”):
•with
respect to Covered Employees other than Ms. Findley, a termination
without cause (as defined in the Severance Plan) prior to a change
in control (as defined in the Severance Plan);
•with
respect to Ms. Findley, a termination without cause or a
resignation for good reason (as defined in the Severance Plan and
as modified by Ms. Findley’s offer letter), in either case prior to
a change in control; and
•a
termination without cause or a resignation for good reason, in
either case within 12 months following a change in control, or,
pursuant to Ms. Findley’s offer letter, in Ms. Findley’s case, 24
months following a change in control (a “Change in Control
Termination”).
The Severance Plan administrator is our board of directors or a
committee thereof designated by our board of directors. Pursuant to
the Severance Plan, each Covered Employee who is subject to a
Covered Termination is entitled to:
•continuation
of such Covered Employee’s monthly base salary (as defined in the
Severance Plan) for a period of 12 months in the case of Ms.
Findley, or six months in the case of other Covered Employees (as
applicable, the “Severance Period”), following such termination,
and with respect to certain executive officers, as provided for in
the applicable officer’s offer letter, in the case of a Change in
Control Termination, an additional 6 months of base salary
continuation;
•in
the event such Covered Employee elects to receive COBRA
continuation health coverage following such termination, payment by
the company of a portion of the cost of COBRA continuation health
coverage for the Covered Employee and his or her applicable
dependents through the earliest of:
(i)the
end of the Covered Employee’s Severance Period,
(ii)the
date on which the Covered Employee’s new benefits plan coverage
commences with a new employer, and
(iii)the
date on which such COBRA continuation health coverage is no longer
in force;
•at
the request of the Covered Employee and as determined in the
Severance Plan administrator’s sole discretion, the arrangement of
and payment for reasonable outplacement services by the company for
up to six months following the Covered Employee’s date of
termination of employment;
•any
unpaid annual or other bonus earned in respect of any completed
bonus period that ended prior to the date of the Covered Employee’s
Covered Termination that the Severance Plan administrator
determines to be payable to the Covered Employee in its discretion
pursuant to the company’s compensation program(s);
•solely
in the case of a Change in Control Termination, a lump sum payment
in an amount equal to the prorated portion of the Covered
Employee’s annual target bonus for the year of the Covered
Termination; and
•in
the case of a Change in Control Termination, full vesting of any
unvested company equity awards held by the Covered Employee that
vest based solely on continued service.
All payments and benefits provided under the Severance Plan are
contingent upon the execution and effectiveness of a release of
claims by the executive in our favor and continued compliance by
the executive with any applicable noncompetition, nonsolicitation,
and other obligations owed to the company or any of its
subsidiaries.
BLUE APRON 2023
PROXY STATEMENT
61
EXECUTIVE COMPENSATION |
PROHIBITION ON HEDGING AND CERTAIN OTHER TRANSACTIONS
Retirement Benefits
We maintain a retirement plan for the benefit of our employees,
including our named executive officers. The plan is intended to
qualify as a tax-qualified 401(k) plan so that contributions to the
401(k) plan, and income earned on such contributions, are not
taxable to participants until withdrawn or distributed from the
401(k) plan (except in the case of contributions under the 401(k)
plan designated as Roth contributions).
The 401(k) plan provides that each participant may contribute up to
an annual statutory limit. Participants who are at least 50 years
old can also contribute additional amounts based on statutory
limits for “catch-up” contributions. Under the 401(k) plan, each
employee is fully vested in his or her deferred salary
contributions. Employee contributions are held and invested by the
plan’s trustee as directed by participants. Beginning in 2022, our
401(k) plan provides for a company-matching contribution of (1)
100% on contributions up to the first 3% of a participant’s
eligible pay and (2) 50% on contributions on the next 2% of a
participant’s eligible pay.
Employee Benefits and Perquisites
Our named executive officers are eligible to participate in our
health and welfare plans to the same extent as all full-time
employees.
Prohibition on Hedging and Certain Other Transactions
We prohibit our directors, officers, and employees (or any of their
family members or designees) from directly or indirectly engaging
in the following transactions with respect to securities of the
Company:
•short
sales, including short sales “against the box”;
•purchases
or sales of put or call options or other derivative securities
based on our securities; or
•purchases
of financial instruments (including prepaid variable forward
contracts, equity swaps, collars, and exchange funds), or other
transactions that hedge or offset, or are designed to hedge or
offset, any decrease in the market value of securities of the
company.
In addition, we prohibit our directors, officers, and employees
from purchasing company securities on margin, borrowing against
company securities held in a margin account, or pledging company
securities as collateral for a loan.
62
BLUE APRON 2023
PROXY STATEMENT
EXECUTIVE COMPENSATION |
LIMITATION OF LIABILITY AND INDEMNIFICATION
Limitation of Liability and Indemnification
Our restated certificate of incorporation, as amended, limits the
personal liability of directors for breach of fiduciary duty to the
maximum extent permitted by the Delaware General Corporation Law
and provides that no director will have personal liability to us or
to our stockholders for monetary damages for breach of fiduciary
duty or other duty as a director. However, these provisions do not
eliminate or limit the liability of any of our
directors:
•for
any breach of the director’s duty of loyalty to us or our
stockholders;
•for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
•for
voting or assenting to unlawful payments of dividends, stock
repurchases or other distributions; or
•for
any transaction from which the director derived an improper
personal benefit.
Any amendment to, or repeal of, these provisions will not eliminate
or reduce the effect of these provisions in respect of any act,
omission or claim that occurred or arose prior to such amendment or
repeal. If the Delaware General Corporation Law is amended to
provide for further limitations on the personal liability of
directors of corporations, then the personal liability of our
directors will be further limited to the greatest extent permitted
by the Delaware General Corporation Law.
In addition, our restated certificate of incorporation, as amended,
provides that we must indemnify our directors and officers and we
must advance expenses, including attorneys’ fees, to our directors
and officers in connection with legal proceedings, subject to very
limited exceptions.
We maintain a general liability insurance policy that covers
certain liabilities of our directors and officers arising out of
claims based on acts or omissions in their capacities as directors
or officers. In addition, we have entered into indemnification
agreements with all of our directors and executive officers. These
indemnification agreements may require us, among other things, to
indemnify each such director and executive officer for some
expenses, including attorneys’ fees, judgments, fines and
settlement amounts incurred by him in any action or proceeding
arising out of his service as one of our directors.
Certain of our non-employee directors may, through their
relationships with their employers, be insured and/or indemnified
against certain liabilities incurred in their capacity as members
of our board of directors. We have agreed that we will be the
indemnitor of “first resort,” however, with respect to any claims
against these directors for indemnification claims that are
indemnifiable by both us and their employers. Accordingly, to the
extent that indemnification is permissible under applicable law, we
will have full liability for such claims (including for the
advancement of any expenses) and we have waived all related rights
of contribution, subrogation or other recovery that we might
otherwise have against these directors’ employers.
BLUE APRON 2023
PROXY STATEMENT
63
Director
COMPENSATION
Under our non-employee director compensation policy, which was
adopted in August 2017 and amended in April 2019, February 2020,
September 2020 and May 2021 our non-employee directors receive the
cash compensation set forth below, and an annual RSU award grant
having an aggregate fair market value of $85,000 ($125,000 prior to
September 2020) on the date of grant. Annual RSU awards are made at
each annual meeting of stockholders, including the Annual Meeting.
Each such RSU award will vest in full on the earlier of the first
anniversary of the date of grant and the date of the next annual
stockholder meeting following the date of grant. In addition, under
our director compensation policy, new non-employee directors are
also eligible for an initial RSU award having an aggregate fair
market value of $85,000 on the date of grant, which is the date of
such director’s initial election to our board of directors, which
amount shall be prorated based on time until our next scheduled
annual meeting of stockholders or, if the date of the annual
meeting has not been set on the date of grant, the business day
following the first anniversary of the last annual
meeting.
Such RSU award will vest in full on the first anniversary of the
grant date. All RSU awards granted to our non-employee directors
provide for the immediate acceleration of all vesting thereunder in
the event of a change in control. Directors may elect to defer the
delivery of the shares of Class A common stock that they would
otherwise receive upon the vesting of the RSUs until the earlier of
30 days following the director’s separation from service with the
company and a change in control of the company.
Each non-employee director is eligible to receive compensation for
his or her service on our board of directors or committees thereof
consisting of annual cash retainers paid quarterly in arrears, as
follows:
|
|
|
|
|
|
|
Non-employee director service |
Annual cash retainer
($) |
|
Non-employee directors |
50,000 |
|
Additional annual retainers, for service as: |
|
|
•Chairperson
of the Board
|
50,000 |
|
•Lead
independent director, if appointed
|
20,000 |
|
•Chairperson
of the Audit Committee
|
15,000 |
|
•Non-chair
member of the Audit Committee
|
7,500 |
|
•Chairperson
of the People, Culture and Compensation Committee
|
13,000 |
|
•Non-chair
member of the People, Culture and Compensation
Committee
|
6,500 |
|
•Chairperson
of the Nominating and Corporate Governance Committee
|
9,000 |
|
•Non-chair
member of the Nominating and Corporate Governance
Committee
|
4,500 |
64
BLUE APRON 2023
PROXY STATEMENT
DIRECTOR COMPENSATION
The table below shows all compensation to our non-employee
directors serving during 2022.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
Fees earned or paid in cash
($) |
Stock awards(1)(2)
($)
|
Total
($) |
|
Beverly K. Carmichael |
51,029 |
57,696 |
108,725 |
|
Jennifer Carr-Smith |
119,392 |
44,567 |
163,959 |
|
Peter Faricy³ |
46,218 |
44,567 |
90,785 |
|
Brenda Freeman |
66,500 |
44,567 |
111,067 |
|
Elizabeth Huebner
|
71,500 |
44,567 |
116,067 |
|
|
Amit Shah
|
47,260 |
57,436 |
104,696 |
(1)The
values disclosed represent the aggregate grant date fair value of
RSUs granted to the director, calculated in accordance with FASB
ASC Topic 718. The assumptions used in calculating the grant date
fair value of the RSU grants reported in this column are set forth
in Note 13 “Share-based Compensation” to our consolidated financial
statements in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2022. Pursuant to our non-employee director
compensation policy, each of Ms. Carmichael, Ms. Carr-Smith, Ms.
Freeman, and Ms. Huebner, elected to defer delivery of the shares
of our Class A common stock that they would otherwise receive upon
the vesting of the annual RSU award for 2022 until the earlier of
30 days following the director’s separation from service with the
company and a change in control of the company. Amounts for Ms.
Carmichael and Mr. Shah include the new director grants made in
March 2022 and, the annual 2022 grant.
(2)As
of December 31, 2022, the aggregate number of shares of our Class A
common stock subject to outstanding stock awards held by our
non-employee directors serving during 2022 was as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
Aggregate number of stock awards |
|
|
|
|
Beverly K. Carmichael |
21,967 |
|
|
|
|
Jennifer Carr-Smith |
19,293 |
|
|
|
|
Peter Faricy |
19,293 |
|
|
|
|
Brenda Freeman |
19,293 |
|
|
|
|
Elizabeth Huebner |
19,293 |
|
|
|
|
Amit Shah |
22,238 |
|
|
|
(3)Mr.
Faricy resigned from our board of directors effective October 15,
2022. Upon Mr. Faricy's resignation, all unvested stock awards held
by Mr. Faricy were automatically forfeited and
canceled.
As a general matter, we do not provide any additional compensation
to Ms. Findley, our president and chief executive officer, for her
service as a member of our board of directors. The compensation
related to Ms. Findley’s service as president and chief executive
officer of the company paid in 2022 is set forth above under
“Executive Compensation—Summary Compensation Table.”
In connection with becoming a public company, our non-employee
director compensation policy was developed in 2016, taking into
consideration the observations and recommendations of Compensia, a
national management consulting firm, who provided survey data of a
group of other publicly traded companies of similar size and
industries, and considered the overall economic environment and
trends and developments in non-employee director
compensation.
In 2019, Compensia assisted our people, culture and compensation
committee in modifying our non-employee director compensation
policy to provide for the payment of additional compensation for
service as chairperson of the board by a non-employee based on the
peer group data described above and comparable companies within
Compensia’s Tech 150. In September 2020, in connection with the
refresh of our board of directors, our people, culture and
compensation committee reviewed publicly available data regarding
director compensation of comparable companies based on revenue and
market capitalization, and modified our non-employee director
compensation policy to reduce the amount of annual stock-based
compensation paid to non-employee directors from $125,000 to
$85,000.
In addition, we have a policy of reimbursing our directors for
their reasonable out-of-pocket expenses incurred in attending board
of directors and committee meetings.
BLUE APRON 2023
PROXY STATEMENT
65
Certain Relationships
AND RELATED TRANSACTIONS
Policies and Procedures for Related Person
Transactions
Our board of directors has adopted written policies and procedures
for the review of any transaction, arrangement or relationship in
which our company is a participant, the amount involved exceeds
$120,000, and one of our executive officers, directors, director
nominees or 5% stockholders, or their immediate family members,
each of whom we refer to as a “related person,” has a direct or
indirect material interest.
If a related person proposes to enter into such a transaction,
arrangement or relationship, which we refer to as a “related person
transaction,” the related person must report the proposed related
person transaction to our general counsel. The policy calls for the
proposed related person transaction to be reviewed and, if deemed
appropriate, approved by our audit committee. Whenever practicable,
the reporting, review and approval will occur prior to entry into
the transaction. If advance review and approval is not practicable,
our audit committee will review, and, in its discretion, may ratify
the related person transaction. The policy also permits the chair
of our audit committee to review and, if deemed appropriate,
approve proposed related person transactions that arise between
audit committee meetings, subject to ratification by the audit
committee at its next meeting. Any related person transactions that
are ongoing in nature will be reviewed annually.
A related person transaction reviewed under the policy will be
considered approved or ratified if it is authorized by our audit
committee after full disclosure of the related person’s interest in
the transaction. As appropriate for the circumstances, our audit
committee will review and consider:
•the
related person’s interest in the related person
transaction;
•the
approximate dollar value of the amount involved in the related
person transaction;
•the
approximate dollar value of the amount of the related person’s
interest in the transaction without regard to the amount of any
profit or loss;
•whether
the terms of the transaction are no less favorable to us than terms
that could have been reached with an unrelated third
party;
•whether
the transaction was undertaken in the ordinary course of our
business;
•the
purpose of, and the potential benefits to us of, the transaction;
and
•any
other information regarding the related person transaction or the
related person in the context of the proposed transaction that
would be material to investors in light of the circumstances of the
particular transaction.
Our audit committee may approve or ratify the transaction only if
it determines that, under all of the circumstances, the transaction
is in or is not inconsistent with our company’s best interests. Our
audit committee may impose any conditions on the related person
transaction that it deems appropriate.
Pursuant to the SEC’s related person transaction disclosure rule,
the following transactions do not create a material direct or
indirect interest on behalf of related persons and, therefore, are
not related person transactions for purposes of the
policy:
•interests
arising only from the related person’s position as a director of
another corporation or organization that is a party to the
transaction;
•interests
arising only from the direct or indirect ownership by the related
person and all other related persons in the aggregate of less than
a 10% equity interest (other than a general partnership interest)
in another entity which is a party to the transaction;
•interests
arising solely from the ownership of a class of our equity
securities if all holders of that class of equity securities
receive the same benefit on a pro rata basis;
•compensation
arrangements with executive officers if the compensation has been
approved, or recommended to the board of directors for approval, by
our people, culture and compensation committee;
•compensation
for services as a director of our company if such compensation will
be publicly reported pursuant to SEC rules;
•interests
arising solely from indebtedness of a 5% stockholder or an
immediate family member of a 5% stockholder;
66
BLUE APRON 2023
PROXY STATEMENT
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS |
RELATED PERSON TRANSACTIONS
•a
transaction where the rates or charges involved in the transaction
are determined by competitive bids;
•a
transaction that involves the rendering of services as a common or
contract carrier or public utility at rates or charges fixed in
conformity with law or governmental authority; and
•a
transaction that involves services as a bank depository of funds,
transfer agent, registrar, trustee under a trust indenture, or
similar services.
In addition, our board of directors has determined that
transactions that are specifically contemplated by our corporate
charter or by-laws are not related person transactions for purposes
of the policy. The policy provides that transactions involving
compensation of executive officers shall be reviewed and approved
by our people, culture and compensation committee in the manner
specified in its charter.
We did not have a written policy regarding the review and approval
of related person transactions prior to our IPO in June 2017.
Nevertheless, with respect to such transactions, it was
historically the practice of our board of directors to consider the
nature of and business reasons for such transactions, how the terms
of such transactions compared to those which might be obtained from
unrelated third parties and whether such transactions were
otherwise fair to and in the best interests of, or not contrary to,
our company’s best interests. In addition, all related person
transactions historically required prior approval, or later
ratification, by our board of directors.
Related Person Transactions
Below we describe transactions since January 1, 2021 to which we
were or will be a participant and in which the amounts involved
exceeded or will exceed $120,000, and any of our directors,
executive officers, or holders of more than 5% of our capital
stock, or any member of the immediate family of, or person sharing
the household with, the foregoing persons, had or will have a
direct or indirect material interest. We believe that all of these
transactions were on terms as favorable as could have been obtained
from unrelated third parties.
EQUITY PURCHASE AGREEMENTS
September 2021 Purchase Agreement
We are a party to the September 2021 Purchase Agreement, with RJB
Partners, an affiliate of Joseph N. Sanberg, an existing holder of
the company’s Class A common stock, and Matthew B. Salzberg, the
company’s co-founder and prior chairperson of our board of
directors, pursuant to which we completed an equity capital raise
for aggregate gross proceeds of $78.0 million, without giving
effect to the receipt of any exercise price of any warrants issued
in the transactions.
Pursuant to the September 2021 Purchase Agreement, on September 15,
2021, we issued and sold to Mr. Salzberg, for an aggregate purchase
price of $3.0 million, (i) 300,000 shares of Class A common stock,
(ii) warrants to purchase 240,000 shares of Class A common stock at
an exercise price of $15.00 per share, (iii) warrants to purchase
120,000 shares of Class A common stock at an exercise price of
$18.00 per share, and (iv) warrants to purchase 60,000 shares of
Class A common stock at an exercise price of $20.00 per
share.
Under the terms of the September 2021 Purchase Agreement, on
November 4, 2021, in connection with the closing of our rights
offering pursuant to the September 2021 Purchase Agreement, we
issued and sold to RJB Partners in a private placement, which we
refer to as the Backstop Private Placement, for an aggregate
purchase price of $32.7 million, (i) 3,265,813 shares of Class A
common stock, (ii) warrants to purchase 2,612,354.58219726 shares
of Class A common stock at an exercise price of $15.00 per share,
(iii) warrants to purchase 1,306,177.291098630 shares of Class A
common stock at an exercise price of $18.00 per share, and (iv)
warrants to purchase 653,088.645549316 shares of Class A common
stock at an exercise price of $20.00 per share (the securities in
clauses (i) through (iv), which we collectively refer to as the
Backstop Securities). The Backstop Securities represent that number
of shares of the company’s Class A common stock and warrants that
remained unsubscribed for as of the expiration of the subscription
period of our rights offering.
BLUE APRON 2023
PROXY STATEMENT
67
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS |
RELATED PERSON TRANSACTIONS
On November 4, 2021, concurrently with the consummation of the
Backstop Private Placement, we also issued and sold to RJB Partners
in a separate private placement, for an aggregate purchase price of
$30.0 million, (i) 3,000,000 shares of Class A common stock, (ii)
warrants to purchase 2,400,000 shares of Class A common stock at an
exercise price of $15.00 per share, (iii) warrants to purchase
1,200,000 shares of Class A common stock at an exercise price of
$18.00 per share, and (iv) warrants to purchase 600,000 shares of
Class A common stock at an exercise price of $20.00 per
share.
Each warrant issued under the September 2021 Purchase Agreement has
a term of seven years from the date of issuance. Each such warrant
may only be exercised for cash, except in connection with certain
fundamental transactions, and no fractional shares will be issued
upon exercise of the warrants. The warrants are non-transferable,
except in limited circumstances, and are not listed or otherwise
traded on any stock exchange. The number of shares issuable upon
exercise of the warrants and the applicable exercise prices are
subject to adjustment in certain events, including (i) dividends or
distributions of our shares of Class A common stock, (ii)
subdivisions, combinations and certain reclassifications of shares
of the Class A common stock, (iii) certain additional issuances of
Class A common stock or securities exercisable for or convertible
into shares of Class A common stock at a price per share less than
the market price for the Class A common stock, (iv) distributions
of assets other than Class A common stock, or (v) certain
repurchases by us.
The September 2021 Purchase Agreement contains customary
representations from us, on the one hand, and RJB Partners, on the
other hand. In accordance with the terms of the September 2021
Purchase Agreement, RJB Partners has also agreed to a customary
standstill for a period of three years, as well as provisions
requiring RJB Partners to vote all of our securities it
beneficially owns, and to cause our securities beneficially owned
by Mr. Sanberg and certain of its or his respective affiliates to
be voted, in each case in excess of 19.9% of the total voting power
of our outstanding capital stock in the aggregate, in proportion to
and in accordance with the vote of all of our
stockholders.
Under the September 2021 Purchase Agreement, we also agreed to
provide RJB Partners and Matthew B. Salzberg
with customary registration rights and to enter into a registration
rights agreement with respect to the securities purchased in the
private placements, as described below under “November 2021
Registration Rights Agreement.”
The September 2021 Purchase Agreement, required our board of
directors to approve specified ESG measures, including (i) using
our reasonable best efforts to cause our nominees for election to
the board of directors at the 2022 annual meeting of stockholders
to be composed of individuals at least half of whom are women and
at least half of whom are persons of color and, (ii) if at least
half the directors are not women or if at least half of the
directors are not persons of color immediately after the 2022
annual meeting of stockholders, to increase the size of the board
of directors and appoint new directors, or obtain resignations from
then-current directors, such that at least half of the directors
are women and at least half of the directors are persons of color
(the “director obligation”). On June 22, 2022, we entered into a
Waiver and Extension with RJB Partners, pursuant to which RJB
Partners agreed to a waiver and extension with respect to our
compliance with the director obligation and we agreed to comply
with the director obligation on or prior to December 15, 2022. We
met that obligation by December 15, 2022.
February 2022 Purchase Agreement
On February 14, 2022, we entered into a purchase agreement with RJB
Partners, which we refer to as the February 2022 Purchase
Agreement, under which we issued and sold to RJB Partners in a
private placement, for an aggregate purchase price of $5.0 million,
357,143 units each consisting of (a) 1 share of Class A common
stock, (b) 1 warrant to purchase 0.8 shares of Class A common stock
at an exercise price of $15.00 per share, (c) 1 warrant to purchase
0.4 shares of Class A common stock at an exercise price of $18.00
per share, and (d) 1 warrant to purchase 0.2 shares of Class A
common stock at an exercise price of $20.00 per share. In the
aggregate, RJB Partners received (i) 357,143 shares of Class A
common stock, (ii) warrants to purchase 285,714 shares of Class A
common stock at an exercise price of $15.00 per share, (iii)
warrants to purchase 142,857 shares of Class A common stock at an
exercise price of $18.00 per share, and (iv) warrants to purchase
71,429 shares of Class A common stock at an exercise price of
$20.00 per share.
The February 2022 Purchase Agreement contains customary
representations from us on the one hand, and RJB Partners, on the
other hand. In accordance with the terms of the February 2022
Purchase Agreement, RJB Partners has also agreed to a customary
standstill for a period of three years, as well as provisions
requiring RJB Partners to vote all of our securities it
beneficially owns, and to cause our securities beneficially owned
by Mr. Sanberg and certain of its or his respective affiliates to
be voted, in each case in excess of 19.9% of the total voting power
of our outstanding capital stock in the
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aggregate, in proportion to and in accordance with the vote of all
of our stockholders.
Each warrant issued under the February 2022 Purchase Agreement has
a term of seven years from the date of issuance. Each such warrant
may only be exercised for cash, except in connection with certain
fundamental transactions, and no fractional shares will be issued
upon exercise of the warrants. The warrants will be
non-transferable, except in limited circumstances, and will not be
listed or otherwise trade on any stock exchange. The number of
shares issuable upon exercise of the warrants and the applicable
exercise prices will be subject to adjustment in certain events,
including (i) dividends or distributions of shares of the Class A
common stock, (ii) subdivisions, combinations and certain
reclassifications of shares of the Class A common stock, (iii)
certain additional issuances of Class A common stock or securities
exercisable for or convertible into shares of Class A common stock
at a price per share less than the market price for the Class A
common stock, (iv) distributions of assets other than Class A
common stock, or (v) certain repurchases by us.
April 2022 RJB Purchase Agreement, April 2022 Findley Purchase
Agreement and November 2022 Guaranty and Pledge
Agreement
On April 29, 2022, we entered into a purchase agreement (the
“Original RJB Purchase Agreement”) with RJB Partners, which was
subsequently amended by Amendment No. 1 thereto on August 7, 2022
(“Amendment No. 1”) and by Amendment No. 2 thereto on September 7,
2022 (as amended, the “RJB Purchase Agreement”), pursuant to which,
among other things:
•concurrently
with the execution of the RJB Purchase Agreement on April 29, 2022
(the “First RJB Closing”), Long Live Bruce, LLC (which was assigned
RJB Partners’ rights to purchase the First RJB Closing Private
Placement Shares (as defined herein)) purchased, for an aggregate
purchase price of $20.0 million (or $12.00 per share), 1,666,666
shares of Class A common stock (the “First RJB Closing Private
Placement Shares”); and
•RJB
Partners agreed to purchase from us, for an aggregate purchase
price of $56.5 million (or $
5.65) (the “Outstanding Obligated Amount”), at a subsequent closing
(the “Second RJB Closing”) 10,000,000 shares of our Class A common
stock (the “Second RJB Closing Private Placement Shares” and
together with the First RJB Closing Private Placement Shares, the
“RJB Private Placement Shares”).
The RJB Purchase Agreement contains customary representations by
the company, on the one hand, and RJB Partners, on the other
hand.
The RJB Purchase Agreement contains customary termination rights
for each of the company and RJB Partners, including that it may be
terminated, subject to the terms and conditions of the RJB Purchase
Agreement, (i) by mutual written consent of such parties at any
time prior to the Second RJB Closing or (ii) by either party upon
the other party’s uncured material breach of any representation,
warranty, covenant or agreement under the RJB Purchase Agreement
after receipt of 30 days’ notice of such breach by the other
party.
In accordance with the terms of the RJB Purchase Agreement, RJB
Partners has also agreed to a customary standstill until September
15, 2024, as well as provisions requiring RJB Partners to vote all
Blue Apron securities it beneficially owns, including the RJB
Private Placement Shares, and to cause Blue Apron securities
beneficially owned by Mr. Sanberg and certain of its or his
respective affiliates under common control (including the RJB
Private Placement Shares) to be voted, in each case in excess of
19.9% of the total voting power of the outstanding capital stock of
the company in the aggregate, in proportion to and in accordance
with the vote of all stockholders of the company.
Under the terms of Amendment No. 1, Mr. Sanberg has agreed to
guarantee the payment of RJB Partners’ payment obligations under
the RJB Purchase Agreement.
On November 6, 2022, we entered into a Guaranty and Pledge
Agreement with Remember Bruce, LLC (“Pledgor”), an affiliate of Mr.
Sanberg, pursuant to which Pledgor (i) agreed to guarantee the
payment of the Outstanding Obligated Amount and (ii) to secure its
obligation to pay the Outstanding Obligated Amount, granted us a
security interest in Pledgor’s equity interests in securities (the
“Pledged Shares”) of certain privately-held issuers (the “Pledged
Entities”), the certificates (if any) representing the Pledged
Shares, and all dividends, distributions, cash, instruments and
other property or proceeds from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or
all of the Pledged Shares (collectively, the “Pledged Collateral”).
Because the Outstanding Obligated Amount remained unpaid after
November 30, 2022, we are permitted to exercise remedies in respect
to the Pledged Shares. In particular, we have the right to
foreclose on the Pledged Shares and we are evaluating our options
to monetize the Pledged Shares. Because the Pledged Entities are
privately held, there is no public trading market for the Pledged
Shares. As a result, the value of the Pledged Shares could be less
than the Outstanding Obligated Amount, and, if we seek to foreclose
upon the Pledged Shares to satisfy Pledgor’s obligation to pay
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Outstanding Obligated Amount, the proceeds of any private sale of
the Pledged Shares, to the extent any such private sale is
permissible and effected subject to regulatory and contractual
limitations that may apply, may be less than could have been
obtained from a sale in a public trading market and may be less
than the Outstanding Obligated Amount. The First RJB Closing closed
concurrently with the execution of the RJB Purchase Agreement on
April 29, 2022. The Second RJB Closing has not closed. As of the
date hereof, $1.0 million of the Outstanding Obligated Amount has
been paid to us.
In addition, on April 29, 2022, in a separate private placement
(the “Findley Private Placement”) which closed concurrently with
the First RJB Closing, we entered into a purchase agreement with
Linda Findley, a director and our President and Chief Executive
Officer, under which we agreed to issue and sell to Ms. Findley in
a separate private placement, which closed concurrently with the
execution of the purchase agreement, 41,666 shares of Class A
common Stock for an aggregate purchase price of $0.5 million (or
$12.00 per share) (the “Findley Purchase Agreement”).
The Findley Purchase Agreement contains customary representations
from us, on the one hand, and Ms. Findley, on the other
hand.
REGISTRATION RIGHTS
November 2021 Registration Rights Agreement
On November 4, 2021, in connection with the closing of the private
placements pursuant to the September 2021 Purchase Agreement, we
entered into a registration rights agreement, which we refer to as
the November 2021 Registration Rights Agreement, with RJB Partners
and Mr. Salzberg pursuant to which we agreed, among other things,
to file a shelf registration statement before December 3, 2021,
with the SEC covering the resale of the shares of Class A common
stock and shares of Class A common stock underlying the warrants
issued to RJB Partners and Matthew B. Salzberg under the September
2021 Purchase Agreement as well as other shares of Class A common
stock held by Mr. Sanberg, an affiliate of RJB Partners, and Mr.
Salzberg as of the date of the September 2021 Purchase Agreement.
Further, at any time the shelf registration statement is not
effective, subject to the terms and conditions of the November 2021
Registration Rights Agreement, we are required upon a demand by
either RJB Partners or Mr. Salzberg, which demand can be made up to
four times each, to file and cause to be declared effective a shelf
registration statement registering the resale of the registrable
securities. In addition, the November 2021 Registration Rights
Agreement provides certain piggyback registration rights to RJB
Partners and Mr. Salzberg;
however, so long as a shelf registration statement is effective,
then, subject to the terms and conditions of the November 2021
Registration Rights Agreement, we will have no obligation to allow
RJB Partners and Mr. Salzberg to exercise their piggyback
registration rights and include registrable securities in another
registration statement being filed by us. Pursuant to the November
2021 Registration Rights Agreement, we are required to pay all
registration expenses and indemnify these holders with respect to
each registration of registrable shares that is
affected.
April 2022 Registration Rights Agreements
Concurrently with the execution of the Original RJB Purchase
Agreement, the company and RJB Partners entered into an amended and
restated registration rights agreement (the “Amended and Restated
Registration Rights Agreement”), with respect to the shares
purchased in the RJB Private Placement and those securities
purchased by RJB Partners pursuant to the February 2022 Purchase
Agreement (the “February 2022 Private Placement”), which amended
and restated the registration rights agreement entered into with
RJB in February 2022 concurrently with the execution of the
February 2022 Purchase Agreement. Pursuant to the Amended and
Restated Registration Rights, the company agreed, among other
things, to file a registration statement (the “RJB Shelf
Registration Statement”) with the SEC (i) within thirty (30) days
of the date requested by RJB Partners, and (ii) on such other date
as mutually agreed upon by the company and RJB Partners, covering
the resale of the shares of Class A common stock purchased by RJB
Partners and its Permitted Transferees (as defined in the Amended
and Restated Registration Rights Agreement) in the RJB Private
Placement and the shares of Class A common stock and shares of
Class A common stock underlying the warrants issued to RJB Partners
in the February 2022 Private Placement (collectively, the “RJB
Registrable Securities”). Further, at any time the RJB Shelf
Registration Statement is not effective, subject to the terms and
conditions of the Amended and Restated Registration Rights
Agreement, the company is required upon a demand by RJB Partners,
to file and cause to be declared effective a shelf registration
statement registering the resale of the RJB Registrable Securities;
provided that RJB Partners and its affiliates are entitled under
the Amended and Restated Registration Rights Agreement to a total
of (i) five demands in the aggregate or (ii) two demands in any
12-month period. In addition, the Amended and Restated Registration
Rights Agreement provides certain piggyback registration rights to
RJB Partners; however, so long as a shelf registration statement
for the RJB Registrable Securities is effective, then, subject to
the terms and conditions of the Amended and Restated Registration
Rights Agreement, the company shall have no obligation to allow RJB
Partners to exercise its piggyback registration rights and include
RJB
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Registrable Securities in another registration statement being
filed by the company. Concurrently with the execution of Amendment
No. 1, on August 7, 2022, we and RJB Partners amended the Amended
and Restated Registration Rights Agreement to establish certain
registration rights in respect of the Second RJB Closing Private
Placement Shares consistent with those registration rights in
respect of the shares of Class A common stock RJB Partners agreed
to purchase from us under the Original RJB Purchase
Agreement.
Concurrently with the execution of the Findley Purchase Agreement,
we and Ms. Findley entered into a registration rights agreement
(the “Findley Registration Rights Agreement” and together with the
Amended and Restated Registration Rights Agreement, the “April 2022
Registration Rights Agreements”) with respect to the shares
purchased in the Findley Private Placement, pursuant to which we
agreed, among other things, to file a registration statement (the
“Findley Shelf Registration Statement”) with the SEC (i) within
thirty (30) days of the date requested by Ms. Findley and (ii) on
such other date as mutually agreed upon by us and Ms. Findley,
covering the resale of the shares of Class A common stock purchased
by Ms. Findley in the Findley Private Placement (the “Findley
Registrable Securities”). Further, at any time that the Findley
Shelf Registration Statement is not effective, subject to the terms
and conditions of the Findley Registration Rights Agreement, we are
required upon a demand by Ms. Findley to file and cause to be
declared effective a shelf registration statement registration the
resale of the Findley Registrable Securities. In addition, the
Findley Registration Rights Agreement provides certain piggyback
registration rights to Ms. Findley; however, so long as a Findley
Shelf Registration Statement is effective then, subject to the
terms and conditions of the Findley Registration Rights Agreement,
we shall have no obligation to allow Ms. Findley to exercise her
piggyback registration rights and include Findley Registrable
Securities in another registration statement being filed by
us.
COMMERCIAL AGREEMENTS
Gift Card Sponsorship Agreements
On March 11, 2022 and May 5, 2022, we entered into Gift Card
Sponsorship Agreements with an affiliate of Joseph N. Sanberg.
Pursuant to these agreements, the Sanberg affiliate agreed to pay
us a fee in the amount of $9.0 million and $20.0 million, (as
amended by Gift Card Amendment No. 2 (as defined below), the “Gift
Card Obligation”), respectively, to support a marketing program
through which we have distributed and plan to distribute gift cards
to customers, at our sole discretion, in order to support our
growth strategy.
On August 7, 2022, we amended the Gift Card Sponsorship Agreement,
dated as of May 5, 2022 (the “May Gift Card Sponsorship
Agreement”), pursuant to which, among other things, Mr. Sanberg
personally guaranteed the Gift Card Obligation. On September 7,
2022, we further amended the May Gift Card Sponsorship Agreement
(“Gift Card Amendment No. 2”) to, among other things, reduce the
net gift card sponsorship fee to $18.5 million. As of the date
hereof, $5.8 million of the Gift Card Obligation has been paid to
us.
Aspiration Co-Branded Credit Card Agreement
On December 15, 2021, we entered into a letter of intent with an
Aspiration Card Services, LLC ("Aspiration Card Services”), an
affiliate of Mr. Sanberg, to enter a Co-Branded Credit Card
Agreement (the “Credit Card Agreement”), which agreement was
entered into between Blue Apron, LLC ("LLC") and Aspiration Card
Services on June 16, 2022. On February 2, 2023, LLC and Aspiration
Card Services entered into a Mutual Termination Agreement, pursuant
to which, the parties terminated the Credit Card
Agreement.
Aspiration Sustainability and Carbon Credit Agreement
On March 31, 2022, we entered into a Sustainability and Carbon
Credit Agreement with Aspiration Sustainable Impact Services, LLC
("Aspiration Sustainable"), an affiliate of Mr. Sanberg. Under the
terms of the agreement, we agreed to purchase and retire 124,000
metric tons of carbon offsets to meet our goal of being “carbon
neutral” by March 31, 2022. We paid an aggregate purchase price of
$3.0 million for the carbon credits over a 90 day period following
the signing of the agreement. Under the terms of the Sustainability
and Carbon Credit Agreement, if we decide to purchase more credits
from Aspiration Sustainable in 2023 or 2024, which we are under no
obligation to do, Aspiration Sustainable will cap the pricing on
such credits to the per credit amount we paid in 2022.
Aspiration Sustainable also performed the assessment of our carbon
footprint that provided us with the basis for determining the
amount of carbon offsets we needed to purchase. The fee for these
services was waived as a condition of entering into the
sustainability and carbon credit agreement.
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On June 30, 2022, LLC entered into a Sustainability and Carbon
Credit Agreement with Aspiration Sustainable to purchase 248,000
metric tons of carbon offsets (the “Carbon Offsets”) to meet our
goal of being “carbon neutral” in 2023 and 2024 with respect to
Scope 1, Scope 2 and Scope 3 emissions for an aggregate purchase
price of $6.0 million to be paid in 24 equal installments of $0.25
million (the “June Carbon Credit Agreement”). As of the date of the
June Carbon Credit Agreement, Aspiration Sustainable transferred
the rights, title and interest in the Carbon Offsets into a
subaccount assigned to LLC and managed by Aspiration Sustainable,
and as of the date of the Mutual Termination Agreement (as
described below), LLC had paid $0.5 million under the June Carbon
Credit Agreement (the “June Carbon Credit Paid Amount”)
and $5.5 million remained to be paid under the June Carbon Credit
Agreement (the “Remaining Amounts”). On February 2, 2023, LLC and
Aspiration Sustainable entered into a Mutual Termination Agreement,
pursuant to which, the parties terminated the Carbon Credit
Agreement and pursuant to such termination (i)
LLC retained 20,0000 of the Carbon Credits (as defined in the June
Carbon Credit Agreement) (the “Owned Carbon Credits”) representing
the number of Carbon Credits acquired by payment of the June Carbon
Credit Paid Amount to apply to becoming “carbon neutral” in 2023
and 2024 with respect to Scope 1 and Scope 2 emissions only, and
(ii) LLC transferred all rights, title and interest in the Carbon
Credits, other than the Owned Carbon Credits, back to Aspiration
Sustainable and Aspiration Sustainable moved such Carbon Credits
out of LLC’s sub-account back into an account controlled by
Aspiration Sustainable in exchange for Aspiration Sustainable
releasing and discharging LLC’s obligation to pay the Remaining
Amounts.
Feeding America Bulk Sale
On June 23, 2022, we entered into a purchase agreement with Feeding
America for a bulk purchase of meal kit boxes and other bulk
product items for an aggregate net purchase price of $10.0 million,
which was expected to be funded by a directed donation from an
affiliate of Mr. Sanberg.
INDEMNIFICATION AGREEMENTS
Our restated certificate of incorporation, as amended, provides
that we will indemnify our officers and directors to the fullest
extent permitted by Delaware law. In addition, we have entered into
indemnification agreements with all of our directors and executive
officers.
ARRANGEMENTS WITH EXECUTIVE OFFICERS AND DIRECTORS
For a description of the compensation arrangements that we have
with our executive officers and directors, see “Executive
Compensation.”
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Transaction
OF OTHER BUSINESS
Our board of directors knows of no other matters that will be
presented for consideration at the Annual Meeting. If any other
matters are properly brought before the Annual Meeting, the persons
appointed in the accompanying proxy intend to vote the shares
represented thereby in accordance with their best judgment on such
matters, under applicable laws.
Additional
INFORMATION
Procedures for Submitting Stockholder Proposals
REQUIREMENTS FOR STOCKHOLDER PROPOSALS TO BE BROUGHT BEFORE THE
ANNUAL MEETING
We must receive notice of proposals of stockholders (including
director nominations) intended to be presented at the 2024 annual
meeting of stockholders but not included in the proxy statement by
March 9, 2024, but not before February 8, 2024. However, in the
event the 2024 annual meeting of stockholders is scheduled to be
held on a date before May 8, 2024, or after August 6, 2024, notice
must be delivered not earlier than the close of business on the
120th day prior to such annual meeting and not later than the close
of business on the later of the 90th day prior to such annual
meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made. A
stockholder must give written notice of such proposals to us
at:
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Blue Apron Holdings, Inc.
Attention: Corporate Secretary
28 Liberty Street
New York, NY 10005 |
Any nomination must include all the information specified in our
amended and restated by-laws, including but not limited
to:
•all
information relating to the nominee that is required to be
disclosed in solicitations of proxies for election of directors in
election contests or is otherwise required under Regulation 14A of
the Exchange Act,
•the
person’s written consent to be named in the proxy statement and to
serve as a director if elected, and
•such
information as we might reasonably require to determine the
eligibility of the person to serve as a director.
As to other business, the notice must include all information
specified in our amended and restated by-laws, including but not
limited to:
•a
brief description of the business desired to be brought before the
meeting,
•the
reasons for conducting such business at the meeting,
and
•any
material interest of such stockholder (and the beneficial owner) in
the proposal.
The proposal must be a proper subject for stockholder action. In
addition, to make a nomination or proposal, the stockholder must be
of record at the time the notice is made and must provide certain
information regarding itself (and the beneficial owner), including
the name and address, as they appear on our books, of the
stockholder proposing such business, the number of shares of our
capital stock which are, directly or indirectly, owned beneficially
or of record by the stockholder proposing such business or its
affiliates or associates (as defined in Rule 12b-2 promulgated
under the Exchange Act) and certain additional
information.