Form 8-K - Current report

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): October 1, 2024 (September 25, 2024)

Appian Corporation

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-38098	54-1956084
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

7950 Jones Branch Drive McLean, VA		22102
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (703) 442-8844

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of each class	Trading symbol	Name of each exchange on which registered
Class A Common Stock	APPN	The Nasdaq Stock Market LLC

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 25, 2024, the Board of Directors appointed Carl “Boe” Hartman II to the Board, effective as of October 1, 2024, to serve until our annual meeting of stockholders to be held in 2025. Mr. Hartman was also appointed to serve on the Compensation Committee, effective as of October 1, 2024.

Mr. Hartman is the Co-Founder and CTO - Engineering of Nomi Health, Inc., a healthcare company that he co-founded in 2020. From 2015 to 2020, he was at Goldman Sachs, most recently serving as Partner and Managing Director, Head of Digital Strategy Integration from 2019 to 2020. Mr. Hartman holds a B.A. in International Political Science from West Virginia University and a Master’s Certificate in Project Management from George Washington University.

The Board has determined Mr. Hartman is independent in accordance with our corporate governance guidelines and applicable requirements of The Nasdaq Stock Market and the Securities and Exchange Commission. Mr. Hartman 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 Mr. Hartman and any other person pursuant to which he was selected as a director.

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

Item 8.01 Other Events.

On October 1, 2024, the Company issued a press release announcing the matters described in Item 5.02. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financials Statements and Exhibits.


Exhibit Number						Description
99.1						Press release dated October 1, 2024 .
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: October 1, 2024	By:	/s/ Mark Matheos
		Mark Matheos
		Chief Financial Officer

Exhibit 99.1

Appian Elects Carl “Boe” Hartman II to Board of Directors

MCLEAN, VA — October 1, 2024 — Appian (Nasdaq: APPN) today announced the election of Carl “Boe” Hartman II to the Appian Board of Directors. Mr. Hartman was also appointed to serve on the Appian Compensation Committee. He assumed both roles as of October 1, 2024.

Mr. Hartman is the Co-Founder and Chief Technology Officer of Nomi Health, a company changing healthcare economics. Since co-founding Nomi Health in 2020, he has applied his more than 30 years of global banking leadership to help transform the way healthcare is bought and paid for in the U.S. Throughout his career, he has consistently leveraged emerging technologies to drive growth and transformation. Prior to Nomi Health, Mr. Hartman spent five years at Goldman Sachs, where he most recently served as Partner and Managing Director, Head of Digital Strategy Integration. His leadership in this role helped guide the firm’s digital transformation initiatives.

“Joining the Appian board aligns with my passion for creating simple, effective technology solutions that drive validated, measurable change,” said Boe Hartman, CTO of Nomi Health. “Appian's vision for enhancing digital transformation aligns with this expertise, and I look forward to supporting them in today's fast-paced, tech-driven landscape."

Mr. Hartman is a founding Advisory Board Member of Austin FinTech. Since 2023, he has also served on the board of directors for Valkyrie Andromeda Corporation, Inc., and since 2024, for Rational Exponent, Inc. He holds a B.A. in International Political Science from West Virginia University and a Master’s Certificate in Project Management from George Washington University.

“As a former customer of Appian, Boe brings a distinct perspective to our board. He's a technology innovator and knows how to build major applications and create value with our platform,” said Matt Calkins, CEO of Appian.

About Appian

Appian is a software company that automates business processes. The Appian AI Process Platform includes everything you need to design, automate, and optimize even the most complex processes, from start to finish. The world's most innovative organizations trust Appian to improve their workflows, unify data, and optimize operations—resulting in better growth and superior customer experiences. For more information, visit www.appian.com. [Nasdaq: APPN]

For more information, contact:

Investor Contact

Jack Andrews

Vice President, Investor Relations

investors@appian.com

Media Contact

Valerie Verlander

Senior Manager, Media Relations, North America

pr@appian.com

Cover	Oct. 01, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 01, 2024
Entity Registrant Name	Appian Corporation
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38098
Entity Tax Identification Number	54-1956084
Entity Address, Address Line One	7950 Jones Branch Drive
Entity Address, City or Town	McLean
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22102
City Area Code	703
Local Phone Number	442-8844
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock
Trading Symbol	APPN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001441683