Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Alan Arnold as Chief Operating Officer
On January 9, 2023, upon mutual agreement with the Board of Directors (the
"Board") of MeridianLink, Inc. (the "Company"), Alan Arnold informed the Company
of his resignation as the Company's Chief Operating Officer, effective as of
February 28, 2023. Mr. Arnold's resignation is not the result of any
disagreements with the Company on any matter relating to the Company's
operations, policies, or practices.
In connection with his resignation, the Company entered into a Transition
Agreement with Mr. Arnold (the "Transition Agreement"), subject to the terms of
which, including the requirement that Mr. Arnold executes and does not revoke a
general release of claims against the Company: (i) Mr. Arnold will not be
eligible for any severance pursuant to the terms of his employment agreement or
otherwise, (ii) upon his resignation as Chief Operating Officer, Mr. Arnold will
no longer be an employee of the Company, but he shall serve as a consultant to
the Company through July 31, 2023, or any such earlier date as defined in the
Transition Agreement, (the "Consulting Period") and will receive consulting fees
of $20,000 per month, and (iii) Mr. Arnold will continue to vest in his
outstanding equity grants through the end of the Consulting Period. The
foregoing summary does not purport to be complete and is qualified in its
entirety by reference to the full text of the Transition Agreement, a copy of
which is attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
Effective upon Mr. Arnold's departure, Mr. Arnold's responsibilities will be
transitioned to other senior leaders of the Company, along with plans to later
transition certain oversight to a newly created chief customer officer role,
which is currently in active recruitment.
Forward-Looking Statements
This Current Report on Form 8-K contains statements which are not historical
facts and are considered forward-looking within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Generally, these statements can be identified
by the use of words such as "anticipates," "believes," "estimates," "expects,"
"intends," "may," "plans," "projects," "seeks," "should," "will," and variations
of such words or similar expressions, although not all forward-looking
statements contain these identifying words. Further, statements describing our
strategy, outlook, guidance, plans, intentions, or goals are also
forward-looking statements. These forward-looking statements reflect our
predictions, expectations, or forecasts, including, but not limited to,
statements regarding our Chief Operating Officer transition and leadership
plans. Actual results may differ materially from those described in the
forward-looking statements and will be affected by a variety of risks and
factors that are beyond our control including, without limitation, risks related
to our business and industry, as well as those set forth in Item 1A. Risk
Factors, or elsewhere, in our Annual Report on Form 10-K for the year ended
December 31, 2021, any updates in our Quarterly Reports on Form 10-Q filed for
periods subsequent to such Form 10-K, and our other SEC filings. Any
forward-looking statement contained herein is based on reasonable assumptions as
of the date hereof. You should not rely upon forward-looking statements as
predictions of future events. We undertake no obligation, other than as required
by applicable law, to update any forward-looking statements, whether as a result
of new information, future events, or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Exhibit Description
10.1 Transition Agreement between the Company and Alan Arnold,
dated as of January 9 , 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses