| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 2 | | | |
| | | | | 2 | | | |
| | | | | 3 | | | |
| | | | | 3 | | | |
| | | | | 3 | | | |
| | | | | 4 | | | |
| | | | | 5 | | | |
| | | | | 7 | | | |
| | | | | 7 | | | |
| | | | | 7 | | | |
| | | | | 7 | | | |
| | | | | 8 | | | |
| | | | | 8 | | | |
| | | | | 9 | | | |
| | | | | 9 | | | |
| | | | | 10 | | | |
| | | | | 10 | | | |
| | | | | 11 | | | |
| | | | | 12 | | | |
| | | | | 14 | | | |
| | | | | 17 | | | |
| | | | | 17 | | | |
| | | | | 18 | | | |
| | | | | 19 | | | |
| | | | | 19 | | | |
| | | | | 21 | | | |
| | | | | 23 | | | |
| | | | | 23 | | | |
| | | | | 24 | | | |
| | | | | 26 | | | |
| | | | | 26 | | | |
| | | | | 26 | | | |
| | | | | 26 | | | |
| | | | | 27 | | |
| | | | | 27 | | | | |||
| | | | | 27 | | | | |||
| | | | | 27 | | | | |||
| | | | | 28 | | | | |||
| | | | | 28 | | | | |||
| | | | | 28 | | | | |||
| | | | | 28 | | | | |||
| | | | | 29 | | | | |||
| | | | | 29 | | | | |||
| | | | | 29 | | | | |||
| | | | | 29 | | | | |||
| | | | | 29 | | | | | | |
| | | | | 29 | | | | |||
| | | | | 31 | | | | |||
| | | | | 31 | | | | |||
| | | | | 31 | | | | |||
| | | | | 31 | | | |
|
Internet Availability of Proxy Materials
|
| |
We are providing access to our proxy materials over the Internet. On or about April 18, 2022, we mailed the Notice to stockholders, unless they requested a printed copy of proxy materials. The Notice contains instructions on how to access our proxy materials and how to vote. If you would like to receive a paper or e-mail copy of our proxy materials, please follow the instructions in the Notice. If you requested printed versions of these materials by mail, they will also include a proxy card for the Annual Meeting.
|
|
|
Record Date
|
| | April 7, 2022 | |
|
Quorum
|
| |
A majority of the voting power of our capital stock issued and outstanding and entitled to vote at the Annual Meeting, present in person or represented by proxy, shall constitute a quorum.
|
|
|
Shares Outstanding Voting
|
| |
As of April 7, 2022, there were 91,562,991 shares of our Class A common stock outstanding and 48,344,755 shares of our Class B common stock outstanding.
There are three ways a stockholder of record can vote:
(1)
By Internet or telephone before the Annual Meeting: You may vote over the Internet or by telephone by following the instructions provided on your proxy card. If you are a stockholder of record, your ability to vote by proxy by Internet or telephone will end at 11:59 p.m. Eastern Time on June 1, 2022.
(2)
By Mail: If you requested printed copies of proxy materials, you can vote by mailing your proxy as described in the proxy materials. If you prefer to vote by mail, you should complete and return the proxy card as instructed on the card.
(3)
Virtually during the Annual Meeting: You may attend the Annual Meeting via the Internet and vote during the Annual Meeting. Please have your proxy card in hand when you access the website and then follow the instructions. We recommend that you submit your proxy in advance in the event your plans change or you are unable to attend the Annual Meeting.
|
|
| | | |
If you are a stockholder who holds shares through a brokerage firm, bank, trust, or other similar organization (that is, in “street name”), please refer to the instructions from the broker or organization holding your shares.
|
|
|
Revoking Your Proxy
|
| |
Stockholders of record may revoke their proxies by attending and voting during the Annual Meeting, by notifying our Secretary in writing before the applicable deadline that you have revoked your proxy; or by voting again using the telephone or Internet before the cutoff time (your latest telephone or Internet proxy is the one that will be counted). If you hold shares through a bank or broker, you may revoke any prior voting instructions by contacting your bank or broker.
|
|
|
Votes Required to Adopt Proposals
|
| |
Our Class A common stock and Class B common stock will vote as a single class on all matters described in this proxy statement for which your vote is being solicited. Stockholders are not permitted to cumulate votes with respect to the election of directors. Each share of Class A common stock is entitled to one vote on each proposal and each share of Class B Common Stock is entitled to 10 votes on each proposal.
Proposal No. 1, the election of directors, requires a plurality of the voting power of our capital stock present at the meeting in person or represented by proxy and entitled to vote thereon. “Plurality” means that the nominees who receive the largest number of votes cast “for” such nominees are elected as directors. You may vote “for” or “withhold” on each of the nominees for election as a director.
Proposal No. 2, the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022, requires a majority of the voting power of our capital stock present at the meeting in person or represented by proxy and entitled to vote thereon.
|
|
|
Effect of Abstentions and Broker Non-Votes
|
| |
Votes withheld from any nominee, abstentions and “broker nonvotes” (i.e., where a broker has not received voting instructions from the beneficial owner and for which the broker does not have discretionary power to vote on a particular matter) are counted as present for purposes of determining the presence of a quorum. Shares voting “withheld,” abstentions and broker non-votes will have no effect on the election of directors.
Abstentions and broker non-votes, if any, will have the same effect as a vote “against” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.
|
|
| | | |
Under the rules that govern brokers holding shares for their customers, brokers who do not receive voting instructions from their customers have the discretion to vote uninstructed shares on routine matters, but do not have discretion to vote such uninstructed shares on non-routine matters. Only Proposal No. 2, the ratification of the appointment of Ernst & Young LLP, is considered a routine matter where brokers are permitted to vote shares held by them without instruction. If your shares are held through a broker, those shares will not be voted with regard to Proposal No. 1 unless you affirmatively provide the broker instructions on how to vote. Broker non-votes also will have no effect on the outcome of Proposal No. 1.
|
|
|
Voting Instructions
|
| |
If you complete and submit your proxy voting instructions, the persons named as proxies will follow your instructions. If you submit proxy voting instructions but do not direct how your shares should be voted on each item, the persons named as proxies will vote FOR the election of each of the nominees for directors and FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm. The persons named as proxies will vote on any other matters properly presented at the Annual Meeting in accordance with their best judgment, although we have not received timely notice of any other matters that may be properly presented for voting at the Annual Meeting.
|
|
|
Voting Results
|
| |
We will announce preliminary results at the Annual Meeting. We will report final results by filing a Form 8-K within four business days after the Annual Meeting. If final results are not available at that time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment to the Form 8-K as soon as they become available.
|
|
|
Additional Solicitation/Costs
|
| |
We are paying for the distribution of the proxy materials and solicitation of the proxies. As part of this process, we reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to our stockholders. Proxy solicitation expenses that we will pay include those for preparation, mailing, returning and tabulating the proxies. Our directors, officers and employees may also solicit proxies on our behalf by telephone, email or by other means of communication, but they do not receive additional compensation for providing those services.
|
|
|
Householding
|
| |
Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of the Notice, Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2021, as applicable, is being delivered to multiple stockholders sharing an address unless we have received contrary instructions. We will promptly deliver a separate copy of any of these documents to you if you write to us at Squarespace, Inc. Attn: Investor Relations, 225 Varick Street, New York, New York 10014 or send us an email at investors@squarespace.com. If you want to receive separate copies of the Notice, Proxy Statement, or Annual Report on Form 10-K in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other nominee record holder, or you may contact us at the above address.
|
|
|
Name
|
| |
Age
|
| |
Position
|
|
| Executive Officers | | | | | | | |
| Anthony Casalena | | |
39
|
| |
Founder, Chief Executive Officer and Chairperson of the Board
|
|
| Paul Gubbay | | |
54
|
| | Chief Product Officer | |
| Marcela Martin | | |
50
|
| | Chief Financial Officer and Treasurer | |
| Courtenay O’Connor | | |
42
|
| | General Counsel and Secretary | |
| Directors | | | | | | | |
| Andrew Braccia | | |
46
|
| | Director | |
| Michael Fleisher | | |
57
|
| | Director | |
| Jonathan Klein | | |
61
|
| | Director | |
| Liza Landsman | | |
52
|
| | Director | |
| Anton Levy | | |
47
|
| | Director | |
Name
|
| |
Independent
|
| |
Audit
Committee |
| |
Compensation
Committee |
| |
Nominating and
Corporate Governance Committee |
|
Andrew Braccia | | |
√
|
| | | | |
√
|
| | | |
Michael Fleisher | | |
√
|
| |
Chair
|
| | | | |
√
|
|
Jonathan Klein | | |
√
|
| | | | |
Chair
|
| |
√
|
|
Liza Landsman | | |
√
|
| |
√
|
| | | | |
Chair
|
|
Anton Levy | | |
√
|
| |
√
|
| |
√
|
| | | |
| | |
Number of Shares Beneficially Owned
|
| | | | | | | |||||||||||||||||||||
Name of Beneficial Owner Owned
|
| |
Class A
Shares |
| |
%
|
| |
Class B
Shares |
| |
%
|
| |
Total
Voting† % |
| |||||||||||||||
5% Stockholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Entities affiliated with Accel(1)
|
| | | | 14,514,196 | | | | | | 15.9 | | | | | | — | | | | | | * | | | | | | 2.5 | | |
Entities affiliated with General Atlantic(2)
|
| | | | 22,361,073 | | | | | | 24.4 | | | | | | 4,958,345 | | | | | | 10.3 | | | | | | 12.5 | | |
Entities affiliated with Index Ventures(3)
|
| | | | 17,339,412 | | | | | | 18.9 | | | | | | — | | | | | | * | | | | | | 3.0 | | |
Named Executive Officers and Directors | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Anthony Casalena(4)
|
| | | | 5,317,675 | | | | | | 5.8 | | | | | | 42,886,410 | | | | | | 88.7 | | | | | | 75.5 | | |
Paul Gubbay
|
| | | | 10,124 | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
Marcela Martin(5)
|
| | | | 6,921 | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
Andrew Braccia(6)
|
| | | | 14,546,635 | | | | | | 15.9 | | | | | | — | | | | | | * | | | | | | 2.5 | | |
Michael Fleisher
|
| | | | 50,103 | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
Jonathan Klein
|
| | | | 769,586 | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
Liza Landsman
|
| | | | 17,586 | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
Anton Levy
|
| | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
All executive officers and directors as a group (9 persons)(7)
|
| | | | 20,783,974 | | | | | | 22.7 | | | | | | 42,886,410 | | | | | | 88.7 | | | | | | 78.2 | | |
Name
|
| |
Title
|
|
Anthony Casalena | | | Chief Executive Officer | |
Marcela Martin | | | Chief Financial Officer | |
Paul Gubbay | | | Chief Product Officer | |
Name and Principal
Position |
| |
Year
|
| |
Salary
($) |
| |
Bonus
($)(2) |
| |
Stock
Awards ($)(3) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| ||||||||||||||||||
Anthony Casalena
Chief Executive Officer |
| | | | 2021 | | | | | | 230,209 | | | | | | — | | | | | | 83,545,000 | | | | | | 340,909(4) | | | | | | 84,116,118 | | |
| | | 2020 | | | | | | 650,000 | | | | | | — | | | | | | — | | | | | | 475,336 | | | | | | 1,125,336 | | | ||
Marcela Martin(1)
Chief Financial Officer |
| | | | 2021 | | | | | | 625,000 | | | | | | 200,000 | | | | | | 333,000 | | | | | | 10,167(5) | | | | | | 1,168,168 | | |
| | | 2020 | | | | | | 104,167 | | | | | | 200,000 | | | | | | 3,012,520 | | | | | | 157,668 | | | | | | 3,361,847 | | | ||
Paul Gubbay(1)
Chief Product Officer |
| | | | 2021 | | | | | | 600,000 | | | | | | 475,000 | | | | | | 1,628,923 | | | | | | 41,494(6) | | | | | | 2,745,418 | | |
| | | 2020 | | | | | | 260,417 | | | | | | 525,000 | | | | | | 2,973,422 | | | | | | 2,768 | | | | | | 3,488,202 | | |
| | |
Stock Awards
|
| |||||||||
Name
|
| |
Number of Shares or Units of
Stock That Have Not Vested |
| |
Market Value of Shares or Units of
Stock That Have Not Vested ($)(1) |
| ||||||
Anthony Casalena
|
| | | | 2,750,000(2) | | | | | | 81,125,000 | | |
Marcela Martin
|
| | | | 52,258(3) | | | | | | 1,541,611 | | |
| | | | | 4,867(4) | | | | | | 143,577 | | |
Paul Gubbay
|
| | | | 47,428(5) | | | | | | 1,399,126 | | |
| | | | | 32,224(6) | | | | | | 950,608 | | |
Company Stock Price Target
|
| |
Cumulative Number of
Shares to Vest |
| |||
$105.00
|
| | | | 275,000 | | |
$140.00
|
| | | | 550,000 | | |
$175.00
|
| | | | 825,000 | | |
$210.00
|
| | | | 1,100,000 | | |
$245.00
|
| | | | 1,375,000 | | |
$280.00
|
| | | | 1,650,000 | | |
$315.00
|
| | | | 1,925,000 | | |
$350.00
|
| | | | 2,200,000 | | |
$385.00
|
| | | | 2,475,000 | | |
$420.00
|
| | | | 2,750,000 | | |
Title
|
| |
Ownership Guideline
|
| |||
Chief Executive Officer
|
| | | | 6x | | |
Senior Vice President and Above
|
| | | | 1x | | |
Non-Employee Directors
|
| | | | 1x | | |
Name
|
| |
Fees Earned
in Cash($)(1) |
| |
Stock
Awards($)(2) |
| |
Total ($)
|
| |||||||||
Jonathan Klein
|
| | | | 36,625 | | | | | | 249,959 | | | | | | 286,584 | | |
Liza Landsman
|
| | | | 32,198 | | | | | | 249,959 | | | | | | 282,157 | | |
Michael Fleisher
|
| | | | 46,346 | | | | | | 249,959 | | | | | | 296,305 | | |
Anton Levy(3)
|
| | | | 7,802 | | | | | | 249,959 | | | | | | 257,761 | | |
Andrew Braccia(3)
|
| | | | 3,901 | | | | | | 249,959 | | | | | | 253,860 | | |
Plan Category
|
| |
Number of Securities to
be Issued Upon Exercise or Vesting of Outstanding Options, Restricted Stock Units, and Rights |
| |
Weighted Average Exercise Price of
Outstanding Options, Restricted Stock Units and Rights |
| |
Number of Securities
Remaining Available for Future Issuance Under Equity Compensation Plans |
| |||||||||
Equity compensation plans approved by stockholders
|
| | | | 9,670,638(1) | | | | | $ | 2.80(2) | | | | | | 18,237,570(3) | | |
Equity compensation plan not approved by stockholders
|
| | | | — | | | | | | — | | | | | | — | | |
Stockholder
|
| |
Aggregate Purchase Price ($)
|
| |||
Entities affiliated with Accel(1)
|
| | | | 40,000,003 | | |
Entities affiliated with General Atlantic(2)
|
| | | | 40,000,003 | | |
Fee Category
|
| |
2021
|
| |
2020
|
| ||||||
Audit Fees(1)
|
| | | $ | 3,277,000 | | | | | $ | 1,230,000 | | |
Audit-Related Fees
|
| | | | — | | | | | | — | | |
Tax Fees(2)
|
| | | | 451,217 | | | | | | 320,000 | | |
Other Fees
|
| | | | — | | | | | | — | | |
Total Fees
|
| | | $ | 3,722,000 | | | | | $ | 1,550,000 | | |