UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
May 8, 2023
Date of Report (date of earliest event reported)
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WEWORK INC.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation or organization) | 001-39419 (Commission File Number) | 85-1144904 (I.R.S. Employer Identification Number) |
75 Rockefeller Plaza, 10th Floor New York, NY 10019 |
| (Address of principal executive offices and zip code) |
| (646) 389-3922 |
| (Registrant's telephone number, including area code) |
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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:
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| ☐ | 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)) |
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| 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 | WE WS | The New York Stock Exchange |
| Class A Common Stock Purchase Rights | — | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 May 8, 2023, Bruce Dunlevie notified WeWork Inc. (the “Company”) of his intention to resign from the Company’s Board of Directors (the “Board”) effective May 9, 2023. Mr. Dunlevie’s resignation is not the result of any disagreement with the Company with respect to any matter relating to the Company’s operations, policies or practices. Mr. Dunlevie occupied a seat on the Board pursuant to the designation rights of Benchmark Capital Partners VII (AIV), L.P (“Benchmark”) under the Amended and Restated Stockholders Agreement, dated as of May 5, 2023 (the “Stockholders Agreement”), by and among the Company, SVF Endurance (Cayman) Limited, SVF II WW Holdings (Cayman) Limited and Benchmark.
Mr. Dunlevie served as Lead Independent Director of the Board, as well as a member of the Compensation Committee of the Board. The Board has appointed Daniel Hurwitz to serve as Lead Independent Director of the Board and as a member of the Compensation Committee, in each case, effective May 10, 2023.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
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| Exhibit Number | | Description |
| 104 | | Cover Page Interactive Data 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.
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| WEWORK INC. |
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| Date: May 11, 2023 | By: | /s/ Pamela Swidler |
| Name: | Pamela Swidler |
| Title: | Chief Legal Officer |
