Snap Inc 10-Q

Item 5. Other Information Stockholder Election of Directors and Ratification of Appointment of Independent Registered Accounting Firm On July 17, 2020, we held our 2020 annual meeting of stockholders. That same day, the holders of an aggregate of 234,447,974 shares of our Class C common stock, representing an aggregate of 99% of the voting power of our outstanding capital stock, acted by written consent to elect the following individuals to our board of directors: Evan Spiegel, Robert Murphy, Michael Lynton, Kelly Coffey, Joanna Coles, A.G. Lafley, Stanley Meresman, Scott D. Miller, Poppy Thorpe, and Christopher Young. Each of these individuals will serve until the next annual meeting of stockholders and until his or her successor is elected, or, if sooner, until the director’s death, resignation, or removal. Additionally, pursuant to this action by written consent, the holders ratified the selection by the audit committee of our board of directors of Ernst & Young LLP as our independent registered accounting firm for the fiscal year ending December 31, 2020. We are including this disclosure in this Form 10-Q rather than filing a Form 8-K under Item 5.07 at a later date. 71 Item 6. Exhibits Incorporated by Reference Exhibit Number Description Schedule / Form File Number Exhibit Filing Date 4.1 Indenture, dated April 28, 2020, by and between Snap Inc. and U.S. Bank National Association, as Trustee. 8-K 001-38017 4.1 April 28, 2020 4.2 Form of Global Note, representing Snap Inc.’s 0.25% Convertible Senior Notes due 2025 (included as Exhibit A to the Indenture filed as Exhibit 4.1). 8-K 001-38017 4.2 April 28, 2020 10.1 Third Amendment to Revolving Credit Agreement, by and among Snap Inc., the lenders party thereto, and Morgan Stanley Senior Funding Inc., as administrative agent, dated April 23, 2020. 8-K 001-38017 10.1 April 28, 2020 31.1 Certification of the Chief Executive Officer of Snap Inc. pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended. 31.2 Certification of the Chief Financial Officer of Snap Inc. pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended. 32.1* Certification of the Chief Executive Officer and Chief Financial Officer of Snap Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.1 Form of Capped Call Confirmation . 8-K 001-38017 99.1 April 28, 2020 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). * The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference. 72 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. SNAP INC. Date: July 21, 2020 /s/ Derek Andersen Derek Andersen Chief Financial Officer (Principal Financial Officer) Date: July 21, 2020 /s/ Rebecca Morrow Rebecca Morrow Chief Accounting Officer (Principal Accounting Officer) 73