SECURITIES AND EXCHANGE COMMISSION
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On July 15, 2022, the Board of Directors (the “Board”) of Bumble Inc. (the “Company”), acting upon the unanimous recommendations of its compensation committee and a special committee of disinterested directors, approved a modification to outstanding exit-vesting awards (the “Exit Vesting Awards”) to provide for an additional service-based vesting opportunity (the “Modified Awards”). The Modified Awards include awards previously granted to certain employees, including Whitney Wolfe Herd, Tariq M. Shaukat and Anuradha B. Subramanian (the “Named Executive Officers”), and to the following non-employee members of the Board: Ann Mather, Pamela A. Thomas-Graham, Elisa A. Steele, Matthew S. Bromberg, R. Lynn Atchison and Amy M. Griffin (the “Non-Employee Directors”). Such Modified Awards held by the Named Executive Officers and Non-Employee Directors are incentive units of Buzz Holdings L.P., of which the Company is the general partner, while the Modified Awards held by non-executive officer employees were generally granted under the Bumble Inc. 2021 Omnibus Incentive Plan.
Under the current terms of the Exit Vesting Awards, such awards generally vest, subject to the award holder’s continued employment through the vesting date, to the extent affiliates of Blackstone Inc. receive cash proceeds in respect of their common equity in the Company and its subsidiaries that meet certain specified multiples on their investment and a specified internal rate of return. The Modified Awards will, in addition to continuing to be eligible to vest pursuant to the original terms, now also provide for vesting in 36 equal installments, with the first installment vesting on August 29, 2022 and subsequent installments vesting on each of the next 35 monthly anniversaries of August 29, 2022, subject to the award holder’s continued employment through each applicable vesting date and subject to other terms and conditions of the award.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: July 15, 2022||By:|
|Name:||Anuradha B. Subramanian|
|Title:||Chief Financial Officer|