Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers' Compensatory Arrangements of Certain Officers.
On January 29, 2020, the Board of Directors (the "Board") of Avalara, Inc. (the
"Company"), appointed William Ingram, effective immediately, to serve as a
Class II director until the Company's 2020 annual meeting of stockholders or
until his successor is duly elected and qualified. Mr. Ingram will continue to
serve as the Company's Chief Financial Officer ("CFO") until his previously
announced retirement, which will be effective March 31, 2020.
Mr. Ingram will not be compensated for his service as a Director until after his
retirement as CFO is effective. Thereafter, Mr. Ingram's compensation as a
director will be consistent with that provided to all of the Company's
non-employee directors, the terms of which are described in the Company's proxy
statement filed with the U.S. Securities and Exchange Commission on April 29,
2019. Mr. Ingram's employee stock options will continue to vest because his
transition to a non-employee director will not constitute a termination of
service under the Company's 2018 Equity Incentive Plan. There is no arrangement
or understanding between Mr. Ingram and any other person pursuant to which
Mr. Ingram was appointed as a director and Mr. Ingram is not a participant in
any related party transaction required to be reported pursuant to Item 404(a) of
Regulation S-K.
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