false 0001348036 0001348036 2022-06-08 2022-06-08

 

 

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): June 8, 2022

 

 

AVALARA, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Washington   001-38525   91-1995935

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

255 South King Street, Suite 1800

Seattle, WA

   98104
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (206) 826-4900

Not Applicable

(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 (see General Instructions A.2. below):

 

☐

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, Par Value $0.0001 Per Share   AVLR   New York Stock Exchange

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 5.07 Submission of Matters to a Vote of Shareholders

On June 8, 2022, Avalara, Inc. held its Annual Meeting of Shareholders.

The following nominees were elected as directors, each to hold office until the Annual Meeting of Shareholders in the year shown below or the earliest to occur of his or her death, resignation, or removal and until his or her successor is elected and qualified, by the vote set forth below:

 

Nominee

    Class(1)    For      Withheld      Broker
Non-Votes		  

Edward Gilhuly

    I      50,262,466        23,220,641        7,049,558  

Scott McFarlane

    I      53,534,889        19,948,218        7,049,558  

Tami Reller

    I      52,607,215        20,875,892        7,049,558  

Srinivas Tallapragada

    I      72,556,721        926,386        7,049,558  

Bruce Crawford

    II      72,702,538        780,569        7,049,558  

Marcela Martin

    III      57,661,727        15,821,380        7,049,558  

 

  (1)

The terms of Class I directors will expire at the 2025 annual meeting. The terms of Class II directors will expire at the 2023 annual meeting. The terms of Class III directors will expire at the 2024 annual meeting.

The compensation of our named executive officers as disclosed in the proxy statement was approved in an advisory vote, as set forth below:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

71,184,438

   2,008,913   289,756   7,049,558

The appointment of Deloitte & Touche LLP as our independent auditor for the fiscal year ending December 31, 2022 was ratified by the vote set forth below:

 

For

  

Against

  

Abstain

80,190,874

   320,580   21,211

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: June 13, 2022   By:  

/s/ Alesia L. Pinney
   

Alesia L. Pinney

Executive Vice President,

Chief Legal Officer, and Secretary
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