Sat thinking about why the
$snap board agreed to create a 13th board seat for Luke Wood, with no committee obligations. The only board appointment without one.
Guess his input is required for a very specific strategic purpose, and typically conflicts like active negotiations restrict him from serving on Audit.
Cannot sit on Compensation because acquisition or merger premium affects how executives get paid out.
Cannot sit on Nominating because the board composition changes in an acquisition.
Interestingly, The SEC 8-K Language Is more precise than others.
“Mr. Wood has not been appointed to serve on any committees of the board of directors. Mr. Wood will serve until the earlier of (a) the next annual meeting of our stockholders, (b) the effectiveness of the next action by written consent of stockholders in lieu of an annual meeting, and (c) his death, resignation, or removal.”
This clause exists for one specific scenario - a merger or acquisition that requires shareholder approval via written consent rather than an annual meeting vote.
His directorship ends when:
•Annual meeting happens (routine)
•Or a shareholder vote on a transaction occurs
•Or he leaves
The transaction clause being listed alongside the annual meeting clause suggests the drafters of this 8-K expected a transaction to be the more likely termination event.
Would make a nice theory that Luke Wood is on Snap’s board to facilitate a specific transaction with Apple, my guess is a strategic stake. Given his expertise with beats, and the lack of committee assignment is the legal mechanism that prevents him from being conflicted during that process.
Let’s see what tomorrow brings 👀
#AWE #SPECS