8-K

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 and Exchange Act of 1934

Date of Report: April 8, 2019

(Date of earliest event reported)

AGILYSYS, INC.

(Exact name of registrant as specified in its charter)

Ohio	000-5734	34-0907152
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)

1000 Windward Concourse, Suite 250, Alpharetta, Georgia	30005
(Address of principal executive offices)	(ZIP Code)

Registrant’s telephone number, including area code: (770) 810-7800

N/A

(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:

¨ 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.

On April 8, 2019, the board of directors (“Board”) of Agilysys, Inc. (the “Company”), in accordance with the provisions of the Company’s Code of Regulations, increased the size of the Board from seven to eight members. Further, in accordance with the provisions of the Code of Regulations, the Board appointed Dana Jones to serve as an independent director of the Company to fill the newly created vacancy.

As a Director, Ms. Jones is entitled to participate in the compensation program for outside directors, which typically includes an annual equity grant of restricted stock.

There are no arrangements or understandings between Ms. Jones and any other person pursuant to which Ms. Jones was appointed to the Board, nor is there a family relationship between any Board member or executive officer of the Company and Ms. Jones. There are no transactions in which Ms. Jones has an interest requiring disclosure pursuant to Item 404(a) of Regulation S-K.

A copy of the press release issued by the Company in connection with Ms. Jones’ appointment is attached as an exhibit to this report.

Item 9.01. Financial Statements and Exhibits

(d)  Exhibits.

The following items are filed as exhibits to this current report on Form 8-K:

Exhibit Number	Description
99.1	Press release issued by Agilysys, Inc. dated April 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 hereunto duly authorized.

AGILYSYS, INC.
By:	/s/ Kyle C. Badger
	Kyle C. Badger
	Senior Vice President, General Counsel and Secretary

Date: April 11, 2019

Exhibit Index

Exhibit Number	Description
99.1	Press release issued by Agilysys, Inc. dated April 8, 2019

EX-99.1

FOR IMMEDIATE RELEASE Agilysys Appoints Dana Jones to Board of Directors Proven Executive for Leading Cloud-based Global Businesses Joins Agilysys’ Board Alpharetta, Ga. — April, 8, 2019 — Agilysys, Inc. (Nasdaq: AGYS), a leading global provider of next- generation hospitality software solutions and services, today announced that Dana Jones has been appointed to the Agilysys Board of Directors, effective April 8, 2019. The appointment of Ms. Jones increases the size of the board to eight members, seven of whom are considered independent directors under Nasdaq rules. Ms. Jones brings to Agilysys’ board her successful experience leading and growing cloud-based global businesses. She is currently the chief executive officer of Sparta Systems, the world’s premier provider of cloud and on-premise supply chain quality management software for regulated industries, a position she has held since April 2018. Prior to joining Sparta Systems, Ms. Jones was chief executive officer of Active Network, an activity and event management software company, which under her leadership experienced rapid growth, leading to the sale of the company’s sports and communities divisions to Global Payments Inc. (NYSE: GPN) for more than $1 billion. She previously served as chief marketing officer and senior vice president of solutions management for Sabre Airline Solutions, a division of Sabre Corporation. She holds a Bachelor of Science in Engineering in industrial and operations engineering from the University of Michigan. "With her extensive enterprise and cloud-based software industry expertise and track record of success, I am delighted to welcome Dana to our board of directors," said Michael Kaufman, chairman of the Agilysys Board of Directors. "Dana is an accomplished business technology executive with twenty-plus year of experience transforming and growing enterprise software businesses, which is a great match for Agilysys as we continue to execute on the strategic initiatives that are delivering accelerated business momentum. The entire Agilysys Board of Directors looks forward to working with Dana as we further position the company for long-term growth.” "Agilysys is uniquely positioned to provide leading hospitality software solutions and the highest level of customer service to hospitality operators around the world,” said Ms. Jones. “I am excited to join the board at this time as the company continues to execute on its growth strategies that are based on a foundation of enabling hospitality businesses to deliver exceptional experiences throughout the entire guest journey.” About Agilysys Agilysys has been a leader in hospitality software for more than 40 years, delivering innovative guest-centric technology solutions for gaming, hotels, resorts and cruise, corporate foodservice management, restaurants, universities, stadia and healthcare. Agilysys offers the most comprehensive software solutions in the industry, including point-of-sale (POS), property management (PMS), inventory and procurement, payments, and related applications, to manage the entire guest journey. Agilysys is known for its leadership in hospitality, its broad product offerings and its customer-centric service. Some of the largest hospitality companies around the world use Agilysys solutions to help improve guest loyalty, drive revenue growth and increase operational efficiencies. Agilysys operates across North America, Europe, Asia-Pacific, and India with headquarters located in Alpharetta, GA. For more information visit Agilysys.com.

# # # PR Contacts: Media Heather Foster, Agilysys, Inc., 770-810-6031, Heather.Foster@agilysys.com Investors Richard Land, Norberto Aja or Jim Leahy, JCIR, 212-835-8500, agys@jcir.com