v3.22.2
Subsequent Events
6 Months Ended
Jun. 30, 2022
Subsequent Events [Abstract]  
Subsequent Events

15. Subsequent Events

In July 2022, our Board of Directors authorized a stock repurchase program of up to $500 million of our Class A common stock. Repurchases of Class A common stock may be made from time to time, either through open market transactions (including pre-set trading plans) or through other transactions in accordance with applicable securities laws. Repurchases have been authorized for the next 12 months but the program may be modified, suspended, or terminated at any time.

In July 2022, we entered into a series of agreements with Evan Spiegel, our Chief Executive Officer, and Robert Murphy, our Chief Technology Officer, which included: (i) employment agreements pursuant to which each individual will continue to serve in their respective roles at the company for an initial term ending on January 1, 2027, (ii) the future declaration and payment of a special dividend of one share of Class A common stock on each outstanding share of our common stock, which shall not be declared and paid until the later of June 30, 2023 and the first business day following the date on which the average of the volume weighted average price per share of Class A common stock equals or exceeds $40 per share for 65 consecutive trading days by July 21, 2032, and (iii) (a) the requirement under certain circumstances to convert an equal number of shares of Class B common stock or Class C common stock into Class A common stock in connection with sales by such individual of shares of Class A common stock received in the special dividend, (b) conversion of such individual’s remaining shares of Class C common stock into Class B common stock at such time as such Class C

common stock represents in the aggregate less than 60% of such individual’s Base Class C Common Stock (as such term is defined in our amended and restated certification of incorporation) and (c) in the event of any sale or liquidation of Snap Inc. following the special dividend, shares of Class A common stock, Class B common stock, and Class C common stock are to be treated identically, equally and ratably, on a per share basis, with respect to any consideration received.

In July 2022, we amended our certificate of incorporation in connection with the matters described in the preceding paragraph.