UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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): January 29, 2020
AVALARA, INC.
(Exact name of Registrant as Specified in Its Charter)
Washington | 001-38525 | 91-1995935 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
255 South King Street, Suite 1800 Seattle, WA | 98104 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (206)826-4900
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 | ||
Common Stock, Par Value $0.0001 Per Share | AVLR | 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 (§230.405 of this chapter) or Rule12b-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 January 29, 2020, the Board of Directors (the “Board”) of Avalara, Inc. (the “Company”), appointed William Ingram, effective immediately, to serve as a Class II director until the Company’s 2020 annual meeting of stockholders or until his successor is duly elected and qualified. Mr. Ingram will continue to serve as the Company’s Chief Financial Officer (“CFO”) until his previously announced retirement, which will be effective March 31, 2020.
Mr. Ingram will not be compensated for his service as a Director until after his retirement as CFO is effective. Thereafter, Mr. Ingram’s compensation as a director will be consistent with that provided to all of the Company’snon-employee directors, the terms of which are described in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 29, 2019. Mr. Ingram’s employee stock options will continue to vest because his transition to a non-employee director will not constitute a termination of service under the Company’s 2018 Equity Incentive Plan. There is no arrangement or understanding between Mr. Ingram and any other person pursuant to which Mr. Ingram was appointed as a director and Mr. Ingram is not a participant in any related party transaction required to be reported pursuant to Item 404(a) of RegulationS-K.
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.
AVALARA, INC. | ||||||
Date: January 31, 2020 | By: | /s/ Alesia L. Pinney | ||||
Alesia L. Pinney Executive Vice President, General Counsel, and Secretary |