mq-20230417

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): April 17, 2023

MARQETA, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40465

27-4306690

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

180 Grand Avenue, 6th Floor

Oakland, California 94612

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (888) 462-7738

N/A

(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, $0.0001 par value per share

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 Arrangements of Certain Officers.

On April 17, 2023, the Board of Directors (the “Board”) of Marqeta, Inc. approved an increase in the number of directors on the Board from nine (9) to ten (10) directors and appointed Najuma Atkinson to serve as a Class II member of the Board to hold office until the 2023 annual meeting of stockholders and until a successor has been duly elected. She was also appointed to the Compensation Committee of the Board.

There are no arrangements or understandings between Ms. Atkinson and any other person, in each case, pursuant to which Ms. Atkinson was appointed to serve on the Board. There are no family relationships between Ms. Atkinson and any other director or executive officer of the Company and there have been no transactions between Ms. Atkinson and the Company in the last fiscal year, and none are currently proposed, that would require disclosure under Item 404(a) of Regulation S-K.

As a non-employee director, Ms. Atkinson will be compensated for her services in accordance with the Company’s Non-Employee Director Compensation Policy, which is filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2023 (the “fiscal 2022 Form 10-K”). In accordance with the Company’s customary practice, the Company will also enter into its standard form of indemnification agreement with Ms. Atkinson, which agreement is filed as Exhibit 10.1 to the Company’s fiscal 2022 Form 10-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


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 report to be signed on its behalf by the undersigned hereunto duly authorized.



			MARQETA, INC.
Date: April 18, 2023			/s/ Michael (Mike) Milotich
			Michael (Mike) Milotich
			Chief Financial Officer

Marqeta Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits