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
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