Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On June 16, 2020, the Board of Directors (the "Board") of Square, Inc. (the
"Company") increased the size of the Board from ten to eleven directors and
elected Darren Walker to the Board as a Class III director, effective
immediately. Mr. Walker will serve until the Company's 2021 annual meeting of
stockholders, when he will be a nominee for election to the Board by a vote of
the Company's stockholders. The Board has not yet made a determination regarding
committee assignments for Mr. Walker.
Mr. Walker, age 60, has served as President of the Ford Foundation, a
philanthropic organization, since 2013. From 2010 to 2013, he served as Vice
President for Education, Creativity and Free Expression at the Ford Foundation.
Prior to the Ford Foundation, Mr. Walker worked for the Rockefeller Foundation,
a philanthropic organization, and served as a Vice President responsible for
foundation initiatives from 2005 to 2010. From 1995 to 2002, he was the Chief
Operating Officer of Abyssinian Development Corporation, a community development
organization in New York City'sHarlem neighborhood. Prior to that, Mr. Walker
held various positions in finance and banking at UBS AG. Mr. Walker currently
serves on the board of PepsiCo, Inc. and on the boards of several non-profit
organizations, including the National Gallery of Art, Lincoln Center for the
Performing Arts, Friends of the High Line, the Smithsonian National Museum of
African American History & Culture, and Carnegie Hall. Mr. Walker is also a
member of the Council on Foreign Relations and the American Academy of Arts and
Sciences. Mr. Walker holds B.A., B.S., and J.D. degrees from the University of
Texas at Austin.
There is no arrangement or understanding between Mr. Walker and any other
persons pursuant to which Mr. Walker was selected as a director. Furthermore,
there are no family relationships between Mr. Walker and any director or
executive officer of the Company, and he has no direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
Mr. Walker will receive the Company's standard remuneration for non-employee
directors in accordance with the Company's Outside Director Compensation Policy,
as described in the proxy statement relating to the Company's 2020 annual
meeting of stockholders. Mr. Walker has also executed the Company's standard
form of indemnification agreement.
A copy of the press release announcing Mr. Walker's appointment is filed as
Exhibit 99.1 to this Current Report on Form 8-K.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release, dated June 16, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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