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EX-99.1 - EX-99.1 - AVALARA, INC. | d682414dex991.htm |
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): January 4, 2019
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) |
Registrants 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 Form 8-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 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)) |
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.
Resignation of Jared R. Vogt as Member of the Board of Directors
On January 4, 2019, Jared R. Vogt resigned as a member of the Board of Directors (the Board) of Avalara, Inc. (the Company), effective immediately. There were no disagreements between the Company and Mr. Vogt that led to his decision to resign. Mr. Vogt has been appointed to the Companys advisory board.
Appointment of Kathleen Zwickert as Member of the Board of Directors
On January 8, 2019, the Board appointed Kathleen M. Zwickert, effective immediately, to fill the vacancy created by Mr. Vogts resignation as a Class III director, to serve until the Companys 2021 annual meeting of stockholders or until her successor is duly elected and qualified.
Ms. Zwickerts compensation will be consistent with that provided to all of the Companys non-employee directors, the terms of which are described in the Companys final prospectus related to the Companys IPO dated June 14, 2018 (the Prospectus). Ms. Zwickert and the Company also entered into the Companys standard indemnity agreement, the terms of which are described in the Prospectus and a form of which was filed as Exhibit 10.8 to the registration statement on Form S-1 (File No. 333-224850) of which the Prospectus forms a part.
There is no arrangement or understanding between Ms. Zwickert and any other person pursuant to which Ms. Zwickert was appointed as a director and Ms. Zwickert is not a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.
A copy of the Companys press release announcing Mr. Vogts resignation and Ms. Zwickerts appointment is attached to this report as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
Description | |
99.1 | Press release dated January 8, 2019 |
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 9, 2019 | By: | /s/ Alesia L. Pinney | ||||
Alesia L. Pinney | ||||||
Executive Vice President, General Counsel, | ||||||
and Secretary |