Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 27, 2018, Jayendra Das, a Class II director of the Board of Directors (the “Board”) of Alteryx, Inc., a Delaware corporation (the “Company”), resigned as a member of the Board and all committees thereof, effective October 1, 2018. Mr. Das’ decision to resign was based on personal reasons and was not due to a disagreement with the Company on any matter relating to its operations, policies, or practices.
Also on September 28, 2018, following recommendation from the Nominating and Corporate Governance Committee of the Board, the Board appointed Mark Anderson to serve as a director of the Company, effective October 1, 2018. Mr. Anderson will serve as a Class II director whose term will expire at the Company’s 2019 annual meeting of stockholders. Mr. Anderson has not yet been appointed to any standing committees of the Board. The Company will file an amendment to this Form8-K to disclose any such appointments after they are made.
There is no arrangement or understanding between Mr. Anderson and any other persons pursuant to which he was selected as a director. Mr. Anderson has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of RegulationS-K. Mr. Anderson’s compensation will be as provided under the Company’snon-employee director policy described below under Item 8.01.
Mr. Anderson has also entered into the Company’s standard form of indemnity agreement, which is attached as Exhibit 10.1 to the Company’s Registration Statement on FormS-1 filed with the SEC on February 24, 2017 (FileNo. 333-216237).
Item 8.01 Other Events.
Amended and RestatedNon-Employee Director Compensation Policy
On September 28, 2018, following recommendation from the Compensation Committee of the Board, the Board approved an update to the Company’snon-employee director compensation policy (the “Director Policy”). Under the Director Policy,non-employee directors will be entitled to receive equity and cash compensation as follows:
Equity Compensation – Initial Award
Upon appointment to the Board, each newnon-employee director appointed to the Board will be granted restricted stock units (“RSUs”) to be settled in shares of the Company’s Class A Common Stock (“Class A Common Stock”) under the Company’s 2017 Equity Incentive Plan (“EIP”) with an aggregate value of $350,000 (the “Initial Award”).
The Initial Award will be granted effective on the date (the “Initial Award Grant Date”) on or following thenon-employee director’s appointment to the Board as provided under the Company’s Equity Granting Policy, as amended (the “Equity Granting Policy”).
The number of RSUs granted subject to the Initial Award will be calculated by dividing $350,000 by the average daily closing price of the Class A Common Stock for the ten business days ending on the day preceding the Initial Award Grant Date, rounding down to the nearest whole share.
One-third of the total RSUs subject to the Initial Award shall vest on theone-year anniversary of the Initial Award Grant Date, and, thereafter,one-third of the total RSUs subject to the Initial Award shall vest on each subsequentone-year anniversary, in each case, so long as thenon-employee director continues to provide services to the Company through such date. If anon-employee director’s service ends on the date of vesting, then the vesting shall be deemed to have occurred. The Initial Award shall accelerate in full upon the consummation of a Corporate Transaction (as defined in the EIP).
To the extent that an individual is initially appointed as anon-employee director at an annual meeting of the Company’s stockholders, he or she will be granted both an Annual Award, as described below, and an Initial Award.
