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Item 9A. Controls and Procedures

2025-03-13 compared with 2024-03-13 · 55 added, 20 removed, 145 unchanged (34% of the section changed)

2 unchanged sentences

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

In August 2024, we completed our acquisition of Hearsay.

We accounted for this acquisition as a business combination.

The scope of management's assessment of the effectiveness of our disclosure controls and procedures did not include the internal controls over financial reporting of Hearsay.

This exclusion is in accordance with the SEC staff's general guidance that an assessment of internal controls over financial reporting of a recently acquired business may be omitted from the scope of management's assessment for one year from the date of acquisition.

The recognition of goodwill and intangible assets, however, is covered by our internal controls over mergers and acquisitions, which were included in management's assessment of the effectiveness of our internal control over financial reporting as of October 31, 2024.

Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of January 31, 2025.

7 unchanged sentences

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended January 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Following the acquisition of Hearsay as noted above, we are in the process of reviewing the internal control structure of Hearsay and, if necessary, will make appropriate changes as we continue to integrate Hearsay into our overall internal control over financial reporting process.

There were no other changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended January 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Disclosure Controls and Procedures

8 unchanged sentences

Other Information

Insider Trading Arrangements and Policies

During the three months ended January 31, 2024, no director or officer, as defined in Rule 16a-1(f), adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.

Securities Trading Plans of Directors and Executive Officers

On December 12, 2024 , Michael Walrath , our Chief Executive Officer and Chairman of the Board of Directors , adopted a “Rule 10b5-1 trading arrangement” as defined in Regulation S-K Item 408.

Walrath's trading arrangement provides for the sale of our common stock from time to time in the event certain price limits are met, of up to a total of 1,200,000 shares.

The duration of the trading arrangement is until December 31, 2025 , or earlier if all transactions under the trading arrangement are complete.

During the three months ended January 31, 2025, no other director or officer, as defined in Rule 16a-1(f), adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.

Revised Chief Executive Officer Compensation

On March 12, 2025, the compensation committee of our Board of Directors approved revised cash and equity compensation arrangements for Michael Walrath, our Chief Executive Officer and Chairman of the Board of Directors.

The cash compensation arrangements consist of (i) an annual base salary of $550,000 and (ii) a target annual cash incentive compensation of 100% of Mr.

Walrath’s salary.

Prior to these arrangements, Mr.

Walrath did not receive a cash salary from the Company.

The equity compensation arrangements consist of (i) an award of 625,000 restricted stock units (the “RSUs”), and (ii) an award of 625,000 performance-based restricted stock units at target level of achievement (the “PSUs”) each pursuant to the Company’s 2016 Equity Incentive Plan.

The grant of RSUs and PSUs are intended to supplement Mr.

Walrath’s existing grants and incentivize and retain Mr.

Walrath in his capacity as Chief Executive Officer.

The RSUs will be eligible to vest as to one-eighth on June 20, 2025, and quarterly thereafter on the Company’s quarterly vesting dates, subject to Mr.

Walrath’s continued service through each vesting date.

The PSUs will be eligible to vest based upon achievement of a combination of performance as measured using a measurement in growth of our reported ARR and a “Rule of 40” summation of the percentage growth in our reported ARR and Adjusted EBITDA Margins over two performance periods, one for fiscal year 2026 and one for fiscal year 2027.

50% of the total target PSUs will be eligible to be earned in each performance period, and the maximum number of PSUs that may become eligible to vest in connection with achievement in excess of the target to be no more than 250% of the target number of PSUs.

The PSUs that become eligible to vest with respect to a performance period will vest on March 20 following the end of that performance period, subject to Mr.

Walrath’s continued service through that date.

In the case of a change of control, the greater of the target number of PSUs or the number of PSUs that would be eligible to vest based on pro-rated performance prior to the change of control with respect to each performance period not completed as of such time will become eligible to vest, and will vest on the scheduled vesting date, subject to Mr.

Walrath’s continued service.

Notwithstanding any service-based vesting terms, if Mr.

Walrath’s employment is terminated as a result of his death or disability, a termination of Mr.

Walrath’s employment by the Company other than for cause, or, following a change in control, a termination of Mr.

Walrath’s employment by Mr.

Walrath for good reason, Mr.

Walrath will be eligible for acceleration of 100% of the then-unvested RSUs and 100% of the greater of the target number of PSUs or the number of PSUs that would be eligible to vest based on pro-rated performance prior to the termination with respect to each performance period not completed as of such time.

This summary is qualified in its entirety by the final terms set forth in the award agreement to Mr.

Walrath under the Company’s 2016 Equity Incentive Plan.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

Information about our directors and persons nominated to become directors can be found under the caption “Directors and Corporate Governance – Board Composition” in our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended January 31, 2024 ("Proxy Statement") and is incorporated herein by reference.

Information about our named executive officers is reported under the caption “Executive Officers” in our Proxy Statement and is incorporated herein by reference.

6 unchanged sentences

Information concerning the composition of the audit committee and our audit committee financial expert is contained in our Proxy Statement under the caption “Directors and Corporate Governance – Board Committees and Meetings – Audit Committee” and is incorporated herein by reference.

We have adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by our directors, officers, employees and agents that we believe is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and applicable NYSE listing standards.

A copy of our insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

In addition, with regard to the Company's trading in its own securities, it is our policy to comply with the federal securities laws and the applicable NYSE listing standards.

Executive Compensation

19 unchanged sentences

Exhibit Title

Agreement and Plan of Merger among Yext, Merger Sub, Hearsay, and the Stockholder Representative, dated as of June 10, 2024 .

001-38056 2.1 6/10/2024

Amended and Restated Certificate of Incorporation .

4 unchanged sentences

4.1 3/28/2017

Fifth Amended and Restated Investors' Rights Agreement, dated May 28, 2014, as subsequently amended, by and among the Registrant and certain security holders of the Registrant.

4.2 3/13/2017

Description of Registrant's Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 .

19 unchanged sentences

10.10 3/13/2017

Hearsay Social, Inc.

2019 Equity Incentive Plan .

Amended and Restated Outside Director Compensation Policy.

12 unchanged sentences

8-K 001-38056 10.1 12/27/2022

Third Amendment to Credit Agreement, dated as of July 26, 2024, by and among Yext, Inc., Yext Holdings, LLC, the lenders from time to time party thereto, and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, as administrative agent, collateral agent, issuing lender and swingline lender .

001-38056 10.1 7/29/2024

Cooperation Agreement, dated September 30, 2022, by and among Yext, Inc., Lead Edge Public Fund, LP, Lead Edge Capital VI, LP, and Lead Edge Capital V, LP.

5 unchanged sentences

8-K 001-38056 10.2 3/8/2022

Resignation Letter dated March 8, 2023

8-K 001-38056 10.1 3/9/2023

Form of Performance-Based Restricted Stock Unit Agreement Under 2016 Equity Incentive Plan.

10-Q 001-38056 10.2 6/7/2023

Advisor Agreement between the Company and Marc Ferrentino

8-K 001-38056 10.1 9/18/2023

Letter Amendment to Employment Agreement between Yext, Inc.

and Michael Walrath .

001-38056 10.24 3/13/2024

Form of Restricted Stock Unit Agreement between Yext, Inc.

and Michael Walrath .

001-38056 10.25 3/13/2024

Insider Trading Policy.

List of subsidiaries of Yext, Inc.

8 unchanged sentences

Compensation Recovery Policy .

001-38056 97.1 3/13/2024

101 Interactive Data Files Pursuant to Rule 405 of Regulation S-T formatted in Inline XBRL (Extensible Business Reporting Language):

17 unchanged sentences

/s/ Darryl Bond Chief Financial Officer March 13, 2025

Darryl Bond (Principal Financial Officer)

/s/ Shane Battier Director March 13, 2024

Shane Battier

/s/ Brian Distelburger Director March 13, 2024

Brian Distelburger

Darryl Bond (Principal Financial Officer and Principal Accounting Officer)

/s/ Mark Davis Director March 13, 2025

/s/ Jesse Lipson Director March 13, 2025

/s/ Julie Richardson Director March 13, 2024

Julie Richardson

/s/ Andrew Sheehan Director March 13, 2025

4 unchanged sentences

/s/ Seth Waugh Director March 13, 2025

/s/ Tamar Yehoshua Director March 13, 2024

Tamar Yehoshua

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-K

Item 9A. Controls and Procedures