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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 10, 2023

 

 

WEWORK INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39419   85-1144904
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (I.R.S. Employer
Identification No.)

 

12 East 49th Street, 3rd Floor  
New York, NY   10017
(Address of principal executive offices)   (Zip Code)

(646) 389-3922

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Class A common stock, par value $0.0001 per share   WE   The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock (1)   WE WS (1)   (1) 
Class A Common Stock Purchase Rights   —    The New York Stock Exchange

 

(1)

On August 22, 2023, the New York Stock Exchange filed a Form 25 to delist the Company’s warrants and remove such securities from registration under Section 12(b) of the Securities Exchange Act of 1934, as amended. Effective August 23, 2023, the registrant’s warrants are trading on the OTC Pink Marketplace under the symbol “WEWOW.”

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

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

On October 10, 2023, the Board of Directors (the “Board”) of WeWork Inc. (the “Company”) appointed David Tolley as the Company’s Chief Executive Officer (“CEO”) on a permanent basis.

Mr. Tolley has been a member of the Board since February 2023 and was previously appointed interim CEO in May 2023. In connection with his appointment to permanent CEO, the Board approved a new employment agreement (the “Employment Agreement”) for Mr. Tolley, which replaced his existing employment agreement. The new Employment Agreement was constructed by the Board to reflect the skill and experience deemed necessary to perform the duties of CEO during the Company’s comprehensive transformation process.

The Employment Agreement provides for (a) an annual base salary of $2,875,000, (b) a target annual cash bonus opportunity in an amount equal to 100% of his annual base salary, except that his eligibility for such bonus will be suspended until a specific vesting date, (c) a discretionary target bonus of $400,000 for Mr. Tolley’s performance under his interim CEO employment agreement, and (d) a one-time cash payment of $500,000. The new Employment Agreement provides that if Mr. Tolley’s employment is terminated without Cause or with Good Reason (each, as defined therein), then Mr. Tolley is generally eligible for cash severance in the amount of his base salary and target annual bonus if such termination occurs on or before the first anniversary of the effective date of the Employment Agreement, and two times the sum of his base salary and target annual bonus if such termination occurs after the first anniversary of the effective date.

Information required by Items 401(b), (d), (e) and Item 404(a) of Regulation S-K with respect to Mr. Tolley is included in the Company’s Current Report on Form 8-K filed on May 16, 2023, and incorporated herein by reference, as applicable.

Item 7.01 Regulation FD Disclosure.

On October 16, 2023, the Company issued a press release announcing the appointment of David Tolley as permanent CEO and the appointment of Paul Keglevic, a current member of the Board of the Company, as Chair of the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

No.

   

Description

99.1    Press release issued by WeWork Inc. on October 16, 2023.
104    Cover Page Interactive Date File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

    WEWORK INC.
    By:  

/s/ Pam Swidler

Date: October 16, 2023     Name:   Pam Swidler
    Title:   Chief Legal Officer

Exhibit 99.1

 

PRESS RELEASE

WeWork Appoints David Tolley As Chief Executive Officer

Company’s Strategic Transformation Efforts Continue

NEW YORK, NY – October 16, 2023 – WeWork Inc. (NYSE: WE) (“WeWork” or the “Company”), the leading global flexible space provider, today announced that David Tolley has been named Chief Executive Officer. Tolley has served as a WeWork Board Member since February 2023 and as interim Chief Executive Officer since May 2023.

“WeWork’s ability to define and lead an evolving world of work is a direct result of the tenacity and hard work of our employees who have built an exceptional product, member experience, and brand,” said Tolley. “As companies continue to rethink their office strategies, and demand for flexible office space continues to grow, WeWork offers a unique suite of solutions that empower entrepreneurs and companies of all sizes to collaborate together, evolve and thrive.”

Tolley brings over 25 years of experience creating and executing strategies and operational improvements that drive value, cash flow, and revenue. Tolley will continue to lead WeWork’s ongoing transformation efforts. WeWork remains focused on building a sustainable and profitable business as it executes its strategic plan, which includes renegotiating nearly all of its leases to reduce rent expenses and driving operational efficiency. WeWork also continues to invest in its buildings, offerings, and products to strengthen its global footprint, and further enhance its signature member experience.

“Over the past few months we have taken decisive and focused actions to improve our business,” Tolley continued. “The steps we are taking now to achieve our goals not only help us achieve profitability and sustain growth, but will position us to serve our members better for the long term. I emphatically believe we’re on the right path, already gaining momentum and seeing promising results from our efforts. I am honored to be leading our world-class team at this important moment for WeWork.”

Tolley most recently served as Chief Financial Officer of Intelsat S.A. from 2019 to 2022. Over the course of his career, Tolley has also served as Chief Financial Officer of OneWeb, was a private equity partner at Blackstone from 2000 to 2011 and prior to that was a Vice President in the Investment Banking Division of Morgan Stanley.

“The Board is pleased to formally welcome David Tolley to WeWork as its Chief Executive Officer. David is a proven leader, with an exceptional track record of running complex and high-impact businesses, and has brought immense energy, discipline, and focus to WeWork since stepping into the role on an interim basis in May. We are confident that David is the right leader for this pivotal moment and in his ability to drive WeWork’s continued transformation,” said Paul Keglevic, chair of WeWork’s Board of Directors.

WeWork also announced that current WeWork Board member, Paul Keglevic, was appointed Chair of the Board of Directors, effective September 1, 2023.

“Paul’s expertise and perspective have already added immense value to WeWork since joining the Board and becoming Chair in September. I look forward to continuing to work with Paul, and the rest of the Board,” added Tolley.

About WeWork

WeWork Inc. (NYSE: WE) was founded in 2010 with the vision to create environments where people and companies come together and do their best work. Since then, we’ve become the leading global flexible space provider committed to delivering technology-driven turnkey solutions, flexible spaces, and community experiences. For more information about WeWork, please visit us at wework.com.

Forward-Looking Statements

Certain statements made in this press release, including, but not limited to, WeWork’s ongoing transformation efforts, WeWork’s ability to execute its strategic plan, including renegotiating its leases, and WeWork’s ability to achieve profitability and sustain growth. WeWork’s ability to return to growth and WeWork’s position for the long term, may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Although WeWork believes the expectations reflected in these forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties and other factors. Such factors include, but are not limited to, WeWork’s ability to effectively implement its strategic plan, WeWork’s liquidity needs to operate its business and execute its strategy, and related use of cash and the other risks and uncertainties described in WeWork’s annual and quarterly periodic reports and other documents filed with the U.S. Securities and Exchange Commission. WeWork undertakes no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise, except as required by law.

Source: We Work

Source: We Work

Category: Investor Relations

Investor Relations:

investor@wework.com

Press:

press@wework.com

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Oct. 10, 2023
Document And Entity Information [Line Items]  
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Entity Tax Identification Number 85-1144904
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