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): December 7, 2021 (December 1, 2021)
(Exact name of Registrant as Specified in Its Charter)
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Registrant’s Telephone Number, Including Area Code: (703 ) 442-8844
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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):
Securities registered pursuant to Section 12(b) of the Exchange Act:
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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. o
Item 2.02 Results of Operations and Financial Condition.
On December 3, 2021, Appian Corporation (the “Company”) issued a press release affirming its previously provided guidance for the fourth quarter and full year ended December 31, 2021.
The information included in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Mark Lynch as Chief Financial Officer
On December 1, 2021, Mark Lynch, Chief Financial Officer, notified the Company he plans to retire effective March 31, 2022. Mr. Lynch will remain in his current position through March 31, 2022, to assist with the filing and certification of the Company’s annual report on Form 10-K, and to support with the transition of his responsibilities to his successor, once named. Mr. Lynch has served as the Company’s Chief Financial Officer since 2009. Mr. Lynch’s decision to retire is not due to any disagreement concerning the Company’s financial statements, operations, policies, or practices. The Company is in the process of identifying Mr. Lynch’s successor.
Appointment of Mark Matheos as Chief Accounting Officer
On December 1, 2021, the Board of Directors approved the appointment of Mark Matheos as Chief Accounting Officer, effective December 31, 2021. In this role, he will serve as the Company's principal accounting officer.
Mr. Matheos, age 41, has been Senior Vice President, Global Corporate Controller at the Company since January 2021. Prior to that, he served as the Company’s Vice President, Corporate Controller from April 2017 and Vice President, Assistant Controller from October 2016. Mr. Matheos holds a B.S. degree in Accounting and Information Systems from Virginia Tech and is a Certified Public Accountant in Virginia.
In connection with his promotion, Mr. Matheos will receive an annual base salary of $450,000 and an annual target bonus of $100,000 under the Senior Executive Cash Incentive Bonus Plan, a performance-based target incentive payment program. He will also receive a restricted stock unit grant in February 2022 with a value of $250,000, subject to Board or Compensation Committee approval.
There is no arrangement or understanding between Mr. Matheos and any other person pursuant to which he was selected as an officer. Furthermore, there is no family relationship between Mr. Matheos and any of the Company’s other directors or executive officers, and Mr. Matheos is not a party to any transactions of the type listed in Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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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.
| Appian Corporation | |||||||||||
| Date: December 7, 2021 | By: | /s/ Mark Lynch | |||||||||
| Mark Lynch | |||||||||||
| Chief Financial Officer | |||||||||||
Exhibit 99.1
Appian Announces Planned Retirement of CFO, Mark Lynch, and Reaffirms Guidance for Q4 and Full Year 2021
McLean, Va., Dec. 03, 2021 – Appian (NASDAQ: APPN), today announced that Mark Lynch intends to retire from his role as Chief Financial Officer effective March 31, 2022. Mr. Lynch will remain in his current position through March 31, 2022, to assist with the filing and certification of the Company’s annual report on Form 10-K, and to support with the transition of his responsibilities to his successor, once named.
“Mark has been Appian's CFO for half the lifetime of the Company. He's a tremendous executive and a good friend. He's earned the trust and confidence of our employees and our investors. We appreciate his wisdom, professionalism, and sense of humor -- and we wish him well in his retirement,” said Matt Calkins, Appian’s Chairman and CEO.
Mr. Lynch joined Appian as CFO in 2009 and has served in that capacity since. Upon his announcement, Mr. Lynch stated, “I’ve been honored to serve as Appian’s CFO over the past thirteen years. I’m proud of all our accomplishments over these years, including our 2017 IPO and our consistent results quarter after quarter as a public company. One of the reasons I can retire confidently is knowing that the team we’ve built at Appian is incredibly well positioned to continue this success into the future.”
The Company has initiated an executive search to fill the Chief Financial Officer position. In addition, Appian announced that it has promoted and designated Mark Matheos, Senior Vice President, Global Controller to Chief Accounting Officer effective December 31, 2021. Appian also today is reaffirming its guidance for the fourth quarter and full year ending December 31, 2021, previously provided in its Q3 earnings release and conference call on November 4, 2021.
About Appian
Appian helps organizations build apps and workflows rapidly, with a low-code platform. Combining people, technologies, and data in a single workflow, Appian can help companies maximize their resources and improve business results. Many of the world’s largest organizations use Appian applications to improve customer experience, achieve operational excellence, and simplify global risk management and compliance. For more information, visit www.appian.com.
Forward-Looking Statements
This press release includes forward-looking statements. All statements contained in this press release other than statements of historical facts, including statements regarding Appian’s future financial and business performance for the fourth quarter and full year ending December 31, 2021. The words "anticipate,”" believe," "continue," "estimate," "expect," "intend," "may," "will," and similar expressions are intended to identify forward-looking statements. Appian has based these forward-looking statements on its current expectations and projections about future events and financial trends that Appian believes may affect its financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks and uncertainties, including the risks and uncertainties associated with Appian’s ability to grow its business and manage its growth, Appian’s ability to sustain its revenue growth rate, continued market acceptance of Appian’s platform and adoption of low-code solutions to drive digital transformation, the fluctuation of Appian’s operating results due to the length and variability of its sales cycle, competition in the markets in which Appian operates, risks and uncertainties associated with the composition and concentration of Appian’s customer base and their demand for its platform and satisfaction with the services provided by Appian, the potential fluctuation of Appian’s future quarterly results of operations, Appian’s ability to shift its revenue towards subscriptions and away from professional services, Appian’s ability to operate in compliance with applicable laws and regulations, Appian’s strategic relationships with third parties and use of third-party licensed software and its platform’s compatibility with third-party applications, the timing of Appian’s recognition of subscriptions revenue which may delay the effect of near term changes in sales on its operating results, and the additional risks and uncertainties set forth in the "Risk Factors" section of Appian’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission on February 18, 2021 and other reports that Appian has filed with the Securities and Exchange Commission. Moreover, Appian operates in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for Appian’s management to
predict all risks, nor can Appian assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements Appian may make. In light of these risks, uncertainties, and assumptions, Appian cannot guarantee future results, levels of activity, performance, achievements, or events and circumstances reflected in the forward-looking statements will occur. Appian is under no duty to update any of these forward-looking statements after the date of this press release to conform these statements to actual results or revised expectations, except as required by law.
Investor Contact
Srinivas Anantha, CFA
703-442-8844
investors@appian.com
Media Contact
Ben Farrell
703-442-1067
ben.farrell@appian.com