UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers’ Compensatory Arrangements of Certain Officers.
Resignation of Chelsea Stoner as Member of the Board of Directors
On August 27, 2021, Chelsea Stoner resigned as a member of the Board of Directors (the “Board”) of Avalara, Inc. (the “Company”) and as a member of the committees of the Board on which she served, effective immediately. There were no disagreements between the Company and Ms. Stoner that led to her decision to resign.
Appointment of Marcela Martin as Member of the Board of Directors
On August 28, 2021, the Board appointed Marcela Martin effective September 1, 2021, to serve as a Class III director until the Company’s 2022 annual meeting of shareholders (the “2022 Annual Meeting”) or until her successor is duly elected and qualified. Ms. Martin was also appointed to serve as a member of the Board’s Audit Committee, effective September 1, 2021. Ms. Martin’s compensation as a director will be consistent with that provided to all of the Company’s non-employee directors, the terms of which are included in Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Ms. Martin will also enter into the same standard indemnification agreement with the Company that all of the Company’s non-employee directors have entered into, which form is filed as Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (File No. 333-224850) filed with the Securities and Exchange Commission on May 11, 2018. There is no arrangement or understanding between Ms. Martin and any other person pursuant to which she was appointed as a director and Ms. Martin is not a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On September 1, 2021, the Company issued a press release announcing Ms. Stoner’s resignation and Ms. Martin’s appointment, a copy of which is furnished as Exhibit 99.1.
The information set forth in or incorporated by reference into this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 99.1 | Press release issued by Avalara, Inc. on September 1, 2021 | |
| 104 | The cover page of this Current Report on Form 8-K, formatted in inline XBRL | |
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: September 1, 2021 | By: | /s/ Alesia L. Pinney | ||||
| Alesia L. Pinney Executive Vice President, Chief Legal Officer, and Secretary | ||||||