UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2024
Commission File Number: 001-40692
Riskified Ltd.
(Translation of the registrant's name into English)
Riskified Ltd.
220 5th Avenue, 2nd Floor
New York, New York 10001
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
EXPLANATORY NOTE
Changes to the Company’s Board of Directors
On August 13, 2024, the Board of Directors (the “Board”) of Riskified Ltd. (the “Company”) increased its size to eight members and appointed David Meredith as an independent director of the Company, effective immediately. A copy of the press release issued in connection with the announcement is furnished as Exhibit 99.1 herewith.
Mr. Meredith was appointed as a Class I director of the Company for an initial term expiring at the Company’s annual shareholders' meeting to be held in 2025, and until his respective successor is duly elected and qualified, or until such earlier time as his office is vacated in accordance with the Company's Amended and Restated Articles of Association or the Israeli Companies Law, 5759-1999. The Board has determined that Mr. Meredith qualifies as "independent" under the listing rules of the New York Stock Exchange.
David Meredith, 52, most recently served as the Chief Executive Officer of Boomi, Inc., a global enterprise software integration platform from December 2021 to December 2022. Prior to Boomi, David was the Chief Executive Officer of Everbridge, Inc., a critical event management technology platform from July 2019 to December 2021. Earlier in his career, David held various strategic and leadership roles at Rackspace, Inc. and Lumen Technologies (formerly CenturyLink, Inc.). David currently serves on the McIntire Advisory Board for the University of Virginia and has previously served on the board of directors and as the chairperson of the compensation committee of SADA, Inc., a cloud business and technology solutions provider, and as a member of the boards of Boomi, Inc., Everbridge, Inc. (Nasdaq: EVBG), and Tobin Center for the Performing Arts. David holds a Master of Science (MS) in Management of Information Technology from the University of Virginia, and a Bachelor of Business Administration (BBA) in Finance from James Madison University.
As a non-employee director, Mr. Meredith is entitled to receive compensation in accordance with the Company's non-employee director compensation policy, as described under “Director Compensation” in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission (the "SEC") on March 6, 2024. In addition, the Company plans to enter into an indemnification agreement with Mr. Meredith, a form of which has been filed as Exhibit 4.1 to the Company's Registration Statement on Form F-1 as filed with the SEC on July 19, 2021.
There are no family relationships, arrangements, or understandings between Mr. Meredith and any other persons pursuant to which he was appointed as a director. Furthermore, there are no transactions between Mr. Meredith and the Company that would necessitate disclosure pursuant to Item 7.B. of Form 20-F.
The information in this Report of Foreign Private Issuer on Form 6-K, other than Exhibit 99.1, is hereby incorporated by reference into the Company's Registration Statements on Form S-8 (File No.s 333-258461, 333-265150, 333-270006 and 333-77711).
EXHIBIT INDEX
The following exhibit is furnished as part of this Report on Form 6-K:
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
SIGNATURES
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 thereunto duly authorized.
| Riskified Ltd. | |||||||||||
| (Registrant) | |||||||||||
| By: | /s/ Eido Gal | ||||||||||
| Date: August 13, 2024 | Name: | Eido Gal | |||||||||
| Title: | Chief Executive Officer | ||||||||||
Exhibit 99.1
Riskified Appoints David Meredith to Board of Directors
Seasoned Technology Leader with Proven Track Record in Scaling Technology Businesses
New York, NY – August 13, 2024 – Riskified (NYSE: RSKD), a leader in ecommerce fraud and risk intelligence, today announced the appointment of David Meredith to its Board of Directors.
“We are thrilled to welcome David Meredith to our Board of Directors,” said Eido Gal, CEO and Co-Founder of Riskified. “David brings extensive experience in corporate strategy, customer acquisition and organizational leadership having worked with, and led, a number of leading SaaS and cloud-based application businesses. David’s deep expertise and track record in scaling technology businesses aligns with our strategic priorities, and his appointment is expected to help Riskified continue to deliver long-term shareholder value.”
David Meredith expressed his enthusiasm for joining Riskified’s Board, stating, “I am honored to join Riskified’s Board of Directors at such an exciting time for the company. Riskified’s innovative approach to managing eCommerce fraud and risk intelligence makes it a leader in the industry. I look forward to working with Eido and Riskified’s leadership team as they continue to execute on their strategy to drive further growth and success for both their merchants and shareholders.”
Mr. Meredith has spent three decades serving in senior executive leadership and board director roles across both multi-billion-dollar public companies as well as private equity backed technology-focused firms.
As CEO of Everbridge, the global leader in software to provide resilience to organizations, Meredith led during a period of rapid growth which moved the company into the large-cap Russell 1000® Index and earned him the award for Top 50 “Best CEO 2020” in the Largest Company Category by Comparably. Prior to Everbridge, Meredith held leadership positions at Rackspace, CenturyLink, VeriSign, CGI, and Capital One Financial Corporation. In his role as CEO at integration-software leader Boomi, Mr. Meredith was also named as a “Best CEO 2022” for his work related to the spin-out of Boomi from Dell to become a stand-alone global company. Most recently he served as Board Director and Committee Chair for digital transformation leader SADA (an Insight company).
Mr. Meredith earned his master’s degree from the University of Virginia, where he serves on the UVA McIntire Advisory Board. He graduated with honors from James Madison University (JMU) with a Bachelor of Business Administration in Corporate Finance.
The Board of Directors regularly evaluates the composition of the Board and considers how the Board can maintain the appropriate mix of skills, qualifications and diversity of backgrounds to most effectively oversee the business and long-term strategy of the company. Following Mr. Meredith’s appointment, Riskified Ltd.’s Board of Directors will be composed of eight directors, six of whom qualify as “independent” under the listing rules of the New York Stock Exchange.
About Riskified
Riskified (NYSE:RSKD) empowers businesses to unleash ecommerce growth by outsmarting risk. Many of the world’s biggest brands and publicly traded companies selling online rely on Riskified for guaranteed protection against chargebacks, to fight fraud and policy abuse at scale, and to improve customer retention. Developed and managed by the largest team of ecommerce risk analysts, data scientists and researchers, Riskified’s AI-powered fraud and risk intelligence platform analyzes the individual behind each interaction to provide real-time decisions and robust identity-based insights. Learn more at riskified.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements contained in this press release other than statements of historical fact, including, without limitation, statements regarding the expected benefits to the Company of Mr. Meredith joining the board, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “forecasts,” “aims,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. Forward-looking statements are predictions, projections, and other statements about future events based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to the risk factors set forth in Item 3.D - “Risk Factors” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission (“SEC”) on March 6, 2024, and other documents filed with or furnished to the SEC. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, the Company assumes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Contact
Investor Relations:
Chett Mandel, Head of Investor Relations
ir@riskified.com
Chett Mandel, Head of Investor Relations
ir@riskified.com
Corporate Communications:
Cristina Dinozo, Sr. Director of Communications
press@riskified.com
Cristina Dinozo, Sr. Director of Communications
press@riskified.com