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): March 27, 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 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)) |
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 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.
Appointment of Brian Sharples as Member of the Board of Directors
On March 29, 2020, the Board of Directors (the “Board”) of Avalara, Inc. (the “Company”), appointed Brian Sharples, effective April 1, 2020, to serve as a Class II director until the Company’s 2020 annual meeting of shareholders (the “2020 Annual Meeting”) or until his successor is duly elected and qualified. Mr. Sharples was also appointed to serve as a member of the Board’s Compensation and Leadership Development Committee and Nominating and Corporate Governance Committee, effective April 1, 2020.
Mr. Sharples’ compensation as a director will be consistent with that provided to all of the Company’s non-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. There is no arrangement or understanding between Mr. Sharples and any other person pursuant to which Mr. Sharples was appointed as a director and Mr. Sharples is not a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.
Justin Sadrian to Not Stand for Reelection as Member of the Board
On March 27, 2020, Justin Sadrian informed the Board that he will not stand for reelection as a Class II director at the 2020 Annual Meeting. Mr. Sadrian will continue to serve on the Board until the date of the 2020 Annual Meeting. There were no disagreements between the Company and Mr. Sadrian that led to his decision to resign.
A copy of the Company’s press release announcing Mr. Sharples’ appointment and Mr. Sadrian’s planned departure is attached to this report as Exhibit 99.1.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press release issued by Avalara, Inc. on March 30, 2020 | |
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: March 31, 2020 | By: | /s/ Alesia L. Pinney | ||||
| Alesia L. Pinney Executive Vice President, General Counsel, and Secretary | ||||||
Exhibit 99.1
Avalara Appoints Brian Sharples to its Board of Directors
Mar 30, 2020
SEATTLE—(BUSINESS WIRE)— Avalara, Inc. (NYSE: AVLR), a leading provider of tax compliance automation software for businesses of all sizes, today announced the appointment of global business leader and strategist Brian Sharples to its board of directors.
Sharples is co-founder and former CEO of HomeAway, the world’s leading online marketplace of vacation rentals, and currently serves on the board of directors for Yelp, GoDaddy, RVShare, Fexy Media, and Ally Financial Group. Prior to founding HomeAway, Mr. Sharples was President and CEO of IntelliQuest Information Group, a supplier of marketing data and research to Fortune 500 technology companies. He has been an active angel investor since 2001 and has made early stage investments in more than 30 companies since that time. He has more than 30 years of experience working with leaders, boards, and global teams to help technology companies establish their brand strategy and scale.
“Brian brings a unique blend of experiences to the board with his proficiency in brand strategy and entrepreneurial prowess in the world of ecommerce. He built a global marketplace for the vacation rentals industry and understands the nuances of working with businesses of all sizes,” said Scott McFarlane, CEO of Avalara. “Brian understands the inner workings of publicly traded technology companies and board dynamics and I’m fortunate to welcome him to Avalara’s board of directors.”
“Avalara is working to ensure that businesses of all sizes are able to manage the rapidly changing landscape of tax compliance on a global scale,” said Sharples. “With a global team addressing a problem facing industries that I have been supporting and growing for many years, the opportunity ahead is exciting. I am looking forward to joining Avalara’s board and supporting the company’s ongoing efforts.”
Mr. Sharples joins the Avalara board after the recent addition of Bill Ingram, Avalara’s CFO from 2015 until March 2020. Prior to Mr. Ingram, Kathy Zwickert was appointed to the board in January 2019.
Avalara also announced that Justin Sadrian, a managing director at Warburg Pincus LLC, will be leaving its board of directors when his current term ends in June 2020. “Justin’s contributions to Avalara since joining the board in 2014 have been invaluable. As a pioneer in internet, software, and information investments, we are grateful for the impact he has had on our business and other companies will be fortunate to have him as a partner,” said McFarlane.
About Avalara
Avalara helps businesses of all sizes get tax compliance right. In partnership with leading ERP, accounting, ecommerce, and other financial management system providers, Avalara delivers cloud-based compliance solutions for various transaction taxes, including sales and use, VAT, GST, excise, communications, lodging, and other indirect tax types. Headquartered in Seattle, Avalara has offices across the U.S. and around the world in Canada, the U.K., Belgium, Brazil, and India. More information at avalara.com.
Media Contact
Tommy Morgan
media@avalara.com
916-672-4214
Investor Contact
Greg McDowell
ICR, LLC
investor@avalara.com
206-641-2425
Source: Avalara, Inc.