rdfn-20200817
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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) August 17, 2020
Redfin Corporation
(Exact name of registrant as specified in its charter)
Delaware
001-3816074-3064240
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
1099 Stewart Street
Suite 600
Seattle
WA
98101
(Address of principal executive offices)
(Zip Code)
(206)576-8333
Registrant's telephone number, including area code
(Former name, former address and former fiscal year, 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 (see General Instruction A.2. below):
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 classTrading SymbolName of each exchange on which registered
Common Stock, $0.001 par value per shareRDFNThe 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.

Election of Kerry D. Chandler as Class III Director

On August 18, 2020, we elected Kerry D. Chandler to our board of directors. As a Class III director, Ms. Chandler will serve until our 2023 annual meeting and until her successor is elected and qualified, or, if earlier, her resignation or removal.

Ms. Chandler will receive cash and equity compensation consistent with that received by our other non-employee directors, including, for 2020, a pro-rated amount of the annual restricted stock unit award, which is currently $115,000. As our other non-employee directors have done, Ms. Chandler will forgo all cash fees associated with serving on our board for 2020, including the pro-rated portion of the annual cash retainer, which is currently $35,000. Also as we have done for our other non-employee directors, we will agree to indemnify, to the fullest extent permitted by law, Ms. Chandler for all expenses and other liabilities in connection with a proceeding that arises from her service to us.

New Change in Control Severance Agreement

On August 17, 2020, the compensation committee of our board of directors approved a new change in control severance agreement for our senior executives. We expect to enter into this new agreement with our principal executive officer, our principal financial officer, and our other named executive officers, among other executives. To the extent an executive currently has a change in control severance agreement with us, this new agreement will replace the existing agreement. The terms of the new change in control severance agreement are substantially the same as the existing agreement except as noted below.

The change in control severance agreement provides that the executive will receive the payments and benefits described below upon either (i) a termination by us of the executive’s employment without cause or (ii) a voluntary resignation by the executive from his or her employment with good reason, in each case during the period three months before a change in control and ending 12 months after a change in control of our company. We refer to either of these terminations of employment as a “qualifying termination.” The payments and benefits provided by the change in control severance agreement are contingent upon the consummation of the change in control of our company and the executive executing a release of claims in favor of our company.

In the event of qualifying termination, the executive will be entitled to: (i) a lump sum payment equal to six months of base salary, (ii) a lump sum payment equal to six months of costs to continue health insurance coverage under COBRA, and (iii) have then-outstanding and unvested non-performance-based equity awards accelerate and become vested as if the executive had continued in service for an additional 24 months (previously 12 months).

If a change in control occurs and our successor or acquirer refuses to assume, convert, or substitute the then-outstanding and unvested non-performance-based equity awards held by the executive, then those awards will accelerate in full.

Item 7.01 Regulation FD Disclosure.

On August 19, 2020, we issued a press release announcing Ms. Chandler's election to our board of directors. A copy of this press release is furnished as exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.
1


Exhibit Number
Description
99.1
104
Cover page interactive data file, submitted using inline XBRL

2


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 hereunto duly authorized.
Redfin Corporation
(Registrant)
Date: August 19, 2020/s/ Chris Nielsen
Chris Nielsen
Chief Financial Officer

Document

Redfin Appoints Kerry D. Chandler to Board of Directors

Tech-Powered Real Estate Brokerage Welcomes Experienced Human Resources Executive
SEATTLE — August 19, 2020 — (NASDAQ: RDFN) — Redfin (www.redfin.com), the technology-powered real estate brokerage, today announced Kerry D. Chandler has joined its board of directors. Ms. Chandler is the chief human resources officer of Endeavor, a global entertainment, sports and content company, and has previously served as a senior executive at Under Armour, Christie’s, the National Basketball Association, ESPN, and at ESPN’s parent, The Walt Disney Company.

“We’re over the moon that Kerry has joined our board,” said Redfin CEO Glenn Kelman. “Redfin now employs thousands of people, and our mortgage business is doubling each year, which is why we’re investing more than ever in programs to support a fair, diverse, dynamic culture. Kerry’s human resources experience at high-growth businesses adds a crucial area of expertise to our board. She’s strategic, she’s values-driven, she’s in the thick of the action, and she comes into every conversation bristling with ideas to make a people-driven business run better and faster.”

“I love Redfin’s mission to redefine real estate in the consumer’s favor, and its commitment to being the best employer in real estate” said Ms. Chandler. “Now is an especially important time to join Redfin, because the company is at the center of a seismic shift with the opportunity to impact where people live and work. I’m excited to tap into my experience and learnings from other organizations at the same stage of growth as Redfin, knowing how important it is to combine the entrepreneurial energy that shot these companies into the stratosphere with a programmatic approach to recruiting, training, and rewards.”

“We’re honored to have Kerry join our board,” said David Lissy, Redfin’s chairman. “In our interviews with her, she immediately grasped the balance we have to strike between customers, employees and profits, and demonstrated the service ethic so important to our culture. She’ll be an important new voice in the boardroom on a wide range of issues.”

Ms. Chandler has also held various human resources roles at IBM, Motorola, ExxonMobil, and McDonnell Douglas. Ms. Chandler has a bachelor’s degree from Lincoln University, a master’s degree in human resources management from Washington University in St. Louis and a master’s degree in management from McGill University. Ms. Chandler has also completed INSEAD’s international masters in practicing management program.

More about the Redfin Board of Directors:
The Redfin board has nine directors with the addition of Ms. Chandler. Redfin’s other board members are chairman David Lissy, chairman of Bright Horizons; Robert Bass, former vice chairman of Deloitte; Julie Bornstein, co-founder and CEO of The Yes; Glenn Kelman, CEO of Redfin; Austin Ligon, co-founder and former CEO of CarMax; Robert Mylod, Jr., chairman of Booking Holdings; James Slavet, partner at Greylock Partners; and Selina Tobaccowala, chief digital officer of Openfit.




About Redfin
Redfin (www.redfin.com) is a technology-powered residential real estate company, redefining real estate in the consumer’s favor in a commission-driven industry. We do this by integrating every step of the home buying and selling process and pairing our own agents with our own technology, creating a service that is faster, better and costs less. We offer brokerage, iBuying, mortgage, and title services, and we also run the country's #1 real estate brokerage search site, offering a host of online tools to consumers, including the Redfin Estimate. We represent people buying and selling homes in over 90 markets in the United States and Canada. Since our launch in 2006, we have saved our customers over $800 million and we’ve helped them buy or sell more than 235,000 homes worth more than $115 billion.

For more information or to contact a local Redfin real estate agent, visit www.redfin.com. To learn about housing market trends and download data, visit the Redfin Data Center. To be added to Redfin's press release distribution list, email press@redfin.com. To view Redfin's press center, click here.

Redfin-F

Investor Relations
Shikher Mathur
206-576-8610
ir@redfin.com

Public Relations
Mariam Sughayer
206-588-6863
press@redfin.com