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 Exchange Act of 1934

Date of Report (Date of earliest event reported): December 14, 2022

AGILYSYS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	000-5734	34-0907152
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
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

(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))

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, without par value	AGYS	NASDAQ Global Market

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 8.01 Other Events.

On December 14, 2022, Agilysys, Inc. (the “Company”), through a subsidiary, entered into a Software as a Service Agreement (the “SaaS Agreement”) with a subsidiary of Marriott International, Inc., a Delaware corporation (“Marriott”). Pursuant to the SaaS Agreement, the Company will provide its property management system in luxury, premium and select service Marriott hotels across the United States and Canada.

The SaaS Agreement commits the Company to the development of numerous general and customer specific enhancements to its platform. The property management system is not expected to rollout to Marriott properties until this development work, as well as other pre-rollout implementation and conversion work, is substantially complete, and the rollout is currently expected to commence in the Company’s fiscal year 2025. Most of the Marriott funded development and other billable pre-rollout services work is expected to occur in the Company’s fiscal year 2024.

The SaaS Agreement has an initial term of ten years and may be renewed for an additional five-year period at Marriott’s option. In addition to its ability to terminate the SaaS Agreement for cause, Marriott may terminate the SaaS Agreement at any time, without cause, upon at least 30 days’ prior notice and payment of termination charges.

On December 15, 2022, the Company issued a press release announcing its entry into the SaaS Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

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 December 15, 2022, announcing that it has entered into an agreement with Marriott International, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.
Date:	December 15, 2022	By:	/s/ Kyle C. Badger
			Kyle C. Badger Senior Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

Agilysys Announces Agreement with Marriott International to Deliver Its Cloud-Native Property Management System (PMS) Software Across Marriott’s Luxury, Premium and Select Service Properties in the United States and Canada

ALPHARETTA, GA — DECEMBER 15, 2022 —Agilysys, Inc. (NASDAQ: AGYS), a leading global provider of hospitality software solutions that deliver High Return Hospitality, today announced an agreement with Marriott International, Inc., (NASDAQ: MAR) to deploy its cloud-native property management system (PMS) software across Marriott’s United States and Canada luxury, premium and select service hotels over the coming years.

Agilysys offers hospitality-focused innovation, the ability to provide diverse capabilities across different types of properties, and cloud-native technology that simplifies employee operations and enhances guest experiences. Agilysys and Marriott will work together to closely align resources and activation plans before beginning to replace multiple proprietary property management systems that are currently in use.

Ramesh Srinivasan, Chief Executive Officer, Agilysys commented, “We look forward to deploying our cloud-native PMS that is easy to use, comprehensive in functionality and backed-up by our world-class service and support. As an organization focused solely on hospitality, Agilysys designs solutions to serve all hotel types while also accommodating diverse needs, which is an advantage for organizations with extensive brand portfolios such as Marriott. Being selected to provide our property management technology to the leading hospitality corporation in the world to help them meet the growing needs of the next generation of employees and guests is a testament to the hospitality solution advancements resulting from ourextensive research and development investments and our increasing pace of innovation,” he concluded.

Erika Alexander, Chief Global Operations Officer, Marriott International added, “We look forward to utilizing Agilysys’ property management technology to elevate and simplify the associate experience, enabling them to focus on delivering exceptional guest service.”

About Agilysys

Agilysys is well known for its long heritage of hospitality-focused technology innovation. The Company delivers modular and integrated software solutions and expertise to businesses seeking to maximize Return on Experience (ROE) through hospitality encounters that are both personal and profitable. Over time, customers achieve High Return Hospitality by consistently delighting guests, retaining staff and growing margins. Customers around the world include: branded and independent hotels; multi-amenity resort properties; casinos; property, hotel and

Exhibit 99.1

resort management companies; cruise lines; corporate dining providers; higher education campus dining providers; food service management companies; hospitals; lifestyle communities; senior living facilities; stadiums; and theme parks. The Agilysys Hospitality

Cloud™ combines core operational systems for property management (PMS), point of sale (POS), and inventory and procurement (I&P) with Experience Enhancers™ that meaningfully improve interactions for guests and for employees across dimensions such as digital access, mobile convenience, self-service control, personal choice, payment options, service coverage and real-time insights to improve decisions. Core solutions and Experience Enhancers are selectively combined in Hospitality Solution Studios™ tailored to specific hospitality settings and business needs. www.Agilysys.com

# # #

Media Contacts:

Jen Reeves, Agilysys, Inc., 770-810-6007, jennifer.reeves@agilysys.com

Kaylee Sims, Arketi Group (for Agilysys), 404-697-0137, ksims@arketi.com

Investor Contact:

Jessica Hennessy, Agilysys, Inc., 770-810-6116, jessica.hennessy@agilysys.com or investorrelations@agilysys.com

XML

Document And Entity Information	Dec. 14, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 14, 2022
Entity Registrant Name	AGILYSYS, INC.
Entity Central Index Key	0000078749
Entity Emerging Growth Company	false
Securities Act File Number	000-5734
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	34-0907152
Entity Address, Address Line One	1000 Windward Concourse
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Alpharetta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30005
City Area Code	770
Local Phone Number	810-7800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, without par value
Trading Symbol	AGYS
Security Exchange Name	NASDAQ