What changed in this filing

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Item 5. Other Information

2022-11-03 compared with 2022-08-04 · 42 added, 9 removed, 21 unchanged (71% of the section changed)

OTHER INFORMATION

The information set forth below is included herein for the purposes of providing disclosure under “Item 8.01 Other Events” of Form 8-K.

On August 1, 2022, we appointed Christopher M.

Jones as Chief Revenue Officer.

Jones will report directly to Matthew Calkins, the Company’s Chief Executive Officer.

The information set forth below is included herein for purposes of providing disclosure under various items of Form 8-K.

Item 1.01 Entry into a Material Definitive Agreement

Senior Secured Credit Facilities Credit Agreement

On November 3, 2022, we entered into a Senior Secured Credit Facilities Credit Agreement (the “Credit Agreement”) with the several banks and other financial institutions or entities from time to time parties to the Credit Agreement, as lenders (collectively, referred to as the “Lender”), and Silicon Valley Bank, as administrative agent and collateral agent for the Lender (in such capacity, the “Agent”) that replaces our existing Third Amended and Restated Loan and Security Agreement dated as of November 1, 2017, as amended by that certain First Loan Modification Agreement dated as of December 30, 2021, and as further amended by that certain Second Loan Modification Agreement dated as of January 28, 2022 (and as further amended, restated, supplemented, or otherwise modified from time to time prior to the day hereof, the “Original Loan Agreement”).

The Credit Agreement provides for a five-year term loan facility in an aggregate principal amount of $100.0 million and up to $50.0 million for a revolving credit facility, including a letter of credit sub-facility in the aggregate availability amount of $15.0 million and a swingline sub-facility in the aggregate availability amount of $10.0 million (as a sublimit of the revolving loan facility).

We will use the facility for funding general corporate purposes and working capital.

Under the Credit Agreement, we may elect whether amounts drawn bear interest on the outstanding principal amount at a rate per annum equal to either (a) the higher of the Prime rate or the Federal Funds Effective (“Base Rate”) rate plus 0.5%, or (b) the forward-looking term rate based on the secured overnight financing rate (“Term SOFR”), plus a margin.

During the first three years of the Credit Agreement, the additional interest rate margin ranges from 1.5% to 2.5% in the case of Base Rate

advances and from 2.5% to 3.5% in the case of Term SOFR advances, depending on our debt to recurring revenue leverage ratio.

During the final two years of the Credit Agreement, the interest rate margin ranges from 0.5% to 2.5% in the case of Base Rate advances and from 1.5% to 3.5% in the case of Term SOFR advances, depending on our debt to Consolidated Adjusted EBITDA (as defined in the Credit Agreement) leverage ratio.

Our obligations are secured on a senior lien basis by a security interest, in all of our right, title, and interest in, to and under substantially all of our assets, including our intellectual property, subject to limited exceptions, including permitted liens.

The Credit Agreement contains customary representations, warranties and covenants, including covenants by us limiting additional indebtedness, guaranties, liens, fundamental changes, mergers and consolidations, dispositions of assets, investments, paying dividends on capital stock or redeeming, repurchasing or retiring capital stock, or prepaying certain junior indebtedness and preferred stock, certain corporate changes, and transactions with affiliates.

The Credit Agreement also provides for events of default customary for term loans of this type, including but not limited to non-payment, breaches or defaults in the performance of covenants, insolvency, bankruptcy, and the occurrence of a material adverse effect on us.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement to be filed as an exhibit to our report on Form 10-K for the year ending December 31, 2022, at which time it will be incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement

As described in Item 1.01 of this report, the Original Loan Agreement was replaced by the Credit Agreement and terminated as of November 3, 2022.

Item 5.02 Departure of Directors or Certain Officers;

Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers

On November 1, 2022, Michael Devine notified us he would be resigning from the Board of Directors (the “Board”) and as Chair of the Audit Committee, effective as of December 31, 2022.

Devine informed us that his decision to resign as a director was not due to any disagreements with the Board or our executives.

On November 1, 2022, the Board appointed Shirley Edwards to the Board, effective as of January 1, 2023, to serve until our annual meeting of stockholders to be held in 2023.

Edwards was also appointed to serve on and as the Chair of the Audit Committee, effective as of January 1, 2023.

From 2002 to 2022, Ms.

Edwards was a partner at EY (formerly Ernst & Young LLP), most recently serving as Global Client Service Partner from 2017 to 2022.

Edwards has also served as a board member for Girls Scouts of the Nation’s Capital and Leadership Greater Washington and on the Pamplin College of Business Advisory Council for Virginia Tech and National Capital Region Advisory Board for the American Red Cross.

Edwards holds a B.S.

in Accounting from Virginia Tech and is a licensed CPA.

The Board has determined Ms.

Edwards is independent in accordance with our corporate governance guidelines and applicable requirements of The Nasdaq Stock Market and the Securities and Exchange Commission.

Edwards is not a party to any transaction involving us required to be disclosed under Item 404(a) of Regulation S-K.

There are no arrangements or understandings between Ms.

Edwards and any other person pursuant to which she was selected as a director.

In accordance with our non-employee director compensation policy, Ms.

Edwards will receive an annual board service retainer of $250,000.

The annual retainers are paid one-half in the form of cash and one-half in the form of fully-vested shares of Class A common stock of Appian.

On November 1, 2022, the compensation committee of the Board approved to award a one-time bonus of $1,000,000 to Chris Winters, our General Counsel.

This bonus was awarded to Mr.

Winters with respect to his outstanding leadership of the Legal Department.

Description Reference

10.1 Consultant Agreement, dated as of May 23, 2022, by and between Appian Corporation and William McCarthy.

10.2 Employment Agreement, dated as of April 2, 2022, by and between Appian Corporation and Mark Matheos.

Previously filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No.

001-38098), filed with the Securities and Exchange Commission on May 5, 2022, and incorporated herein by reference.

10.1 Employment Agreement, dated as of October 14, 2022, by and between Appian Corporation and Christopher Jones.

31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

13 unchanged sentences

APPIAN CORPORATION

August 4, 2022 By:

November 3, 2022 By:

/s/ Matthew Calkins /s/ Mark Matheos

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information