Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As anticipated and discussed in AvidXchange Holdings, Inc.'s (the "Company")
Registration Statement on Form S-1 (File No. 333-259632), as amended (the
"Registration Statement"), with respect to the Company's initial public
offering, James Anderson, Brad Feld, and Robert (Bo) Stanley resigned from the
Company's Board of Directors (the "Board") on October 12, 2021, and Lance
Drummond, J. Michael McGuire and Teresa Mackintosh were appointed to the Board
effective October 15, 2021. Messrs. Anderson, Feld and Stanley's resignations
were not the result of any disagreement with the Company. Messrs. Drummond and
McGuire and Ms. Mackintosh are independent directors as defined under the
applicable rules of the Securities and Exchange Commission (the "SEC") and the
listing standards of The Nasdaq Stock Market LLC. Effective October 15, 2021,
Mr. Drummond was appointed to the Human Capital and Compensation Committee and
Risk Management Committee and Mr. McGuire and Ms. Mackintosh were appointed to
the Audit Committee, Human Capital and Compensation Committee and Nominating and
Corporate Governance Committee.
On October 11, 2021, in connection with their appointments to the Board, each of
Messrs. Drummond and McGuire and Ms. Mackintosh entered into an indemnity
agreement with the Company in the form previously filed with the SEC as Exhibit
10.2 to the Registration Statement. The foregoing description of the form of
indemnity agreement does not purport to be complete and is qualified in its
entirety by reference to the form of indemnity agreement, a copy of which is
attached as Exhibit 10.2 to the Registration Statement and is incorporated
herein by reference.
Effective upon the consummation of the Company's initial public offering, the
Company's non-employeedirectors, including Messrs. Drummond and McGuire and
Ms. Mackintosh, will receive an annual cash retainer for service on the Board
and an additional annual cash retainer for service on each committee on which
the director is a member, which will be paid quarterly in arrears. Additionally,
on the date of each annual meeting of the Company's stockholders, each
continuing non-employee director will automatically receive a restricted stock
unit award for common stock having a value of $175,000 based on the fair market
value of the underlying common stock on the date of grant under the Company's
2021 Long Term Incentive Plan. The foregoing description of the Company's
director compensation policy does not purport to be complete and is qualified in
its entirety by reference to the Company's Registration Statement and is
incorporated herein by reference.
Other than the foregoing, none of Messrs. Drummond and McGuire and
Ms. Mackintosh are party to any arrangement or understanding with any person
pursuant to which they were appointed as directors. Additionally, Mr. Drummond
and Ms. Mackintosh are not party to any transactions required to be disclosed
under Item 404(a) of Regulation S-K involving the Company. As previously
disclosed in the section titled "Certain Relationships and Related-Party
Transactions" of the Company's Registration Statement, Mr. McGuire's wife is a
non-controlling member of Sherpa LLC, from which the Company incurred
approximately $142,300 in fees related to the provision of staffing and
non-advisory financial services for the year ended December 31, 2020.
Additional information regarding, among other things, each of Messrs. Drummond
and McGuire's and Ms. Mackintosh's background and compensatory arrangements is
contained in the Registration Statement and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On October 15, 2021, the Company filed its restated certificate of incorporation
(the "Certificate of Incorporation") with the Secretary of State of the State of
Delaware and its amended and restated bylaws (the "Bylaws") became effective
immediately following the closing of the Company's initial public offering of
shares of the Company's common stock. A description of certain provisions of the
Certificate of Incorporation and the Bylaws is set forth in the section titled
"Description of Capital Stock" in the Registration Statement.
The foregoing description of the Certificate of Incorporation and the Bylaws is
qualified in its entirety by reference to (1) the Certificate of Incorporation
filed as Exhibit 3.1 hereto and (2) the Bylaws filed as Exhibit 3.2 hereto, each
of which is incorporated herein by reference.
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Item 8.01 Other Events.
On October 15, 2021, the Company completed its initial public offering
of 26,400,000 shares of its common stock at a price to the public of $25.00 per
share. In connection with the offering, the Company also granted the
underwriters a 30-day option to purchase up to an additional 3,960,000 shares of
its common stock. The gross proceeds to the Company from the initial public
offering were $660.0 million, before deducting underwriting discounts and
commissions and estimated offering expenses payable by the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Restated Certificate of Incorporation of AvidXchange Holdings,
Inc.
3.2 Amended and Restated Bylaws of AvidXchange Holdings, Inc.
10.1 Form of Indemnification Agreement (incorporated by reference to
Exhibit 10.2 to Amendment No. 1 to the Registrant's Registration
Statement on Form S-1 (File No. 333-259632), filed on October 1,
2021)
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