Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 4, 2023

PAR Technology Corporation

(Exact name of registrant as specified in its charter)


Delaware	1-09720	16-1434688
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

PAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York 13413-4991

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (315) 738-0600

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:


☐			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 Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.02 par value	PAR	New York Stock Exchange

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. ☐


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

On December 4, 2023, the Board of Directors (“Board”) of PAR Technology Corporation (“Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, determined to increase the size of the Board from six (6) to seven (7) directors and appointed Linda Marie Crawford as an independent director of the Company, effective December 5, 2023. Committee assignments for Ms. Crawford will be determined at a later date.

In connection with her appointment, Ms. Crawford is eligible to receive compensation for her Board and future committee service consistent with that provided to all non-employee directors as generally described in the Company’s definitive proxy statement for the 2023 annual meeting of shareholders filed with the Securities and Exchange Commission on April 17, 2023. In addition, in connection with her appointment, Ms. Crawford will receive a pro-rated portion of the annual retainer consisting of (i) $40,000; and (ii) a restricted stock unit award under the Company’s 2015 Equity Incentive Plan with a grant date fair value of $175,000, which is subject to vesting in full on the date of the Company’s 2024 annual meeting of shareholders.

Ms. Crawford, 59, served as the Chief Executive Officer of Helpshift, Inc., a company focused on AI driven customer support solutions for B2C companies from 2017 until her retirement in 2020. She also served as the Chief Customer Officer of Optimizely, Inc., a SaaS company focused on customer experience, from 2016 to 2017. Prior to Optimizely, Ms. Crawford spent nearly a decade at Salesforce in several executive positions, including Executive Vice President and Chief Executive Officer of the Sales Cloud Products division. Prior to Salesforce, Ms. Crawford held executive positions at Siebel Systems, the company credited for creating the CRM industry. Ms. Crawford currently serves on the board of directors and as a member of the corporate governance and nominating committee of Verint Systems Inc. (Nasdaq Global Select Market: VRNT). She previously served as a director of ChannelAdvisor from 2021 to 2022, and as a director of Demandware, which was acquired by Salesforce in 2016.

There are no arrangements or understandings between Ms. Crawford and any other person pursuant to which she was selected as a director. There have been no transactions, nor are there any currently proposed transactions, in which the Company was or is to be a participant and in which Ms. Crawford, or any member of her immediate family, had, or will have, a direct or indirect material interest.

A copy of the Company’s press release issued on December 5, 2023 regarding the appointment of Ms. Crawford to the Board is filed as Exhibit 99 to this Form 8-K.


Item 9.01			Financial Statements and Exhibits.


(d)			Exhibits.
Exhibit No.			Exhibit Description
99			Press release, dated December 5, 2023
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 hereunto duly authorized.


		PAR TECHNOLOGY CORPORATION
		(Registrant)

Date:	December 5, 2023	/s/ Bryan A. Menar
		Bryan A. Menar
		Chief Financial Officer
		(Principal Financial Officer)

FOR RELEASE: NEW HARTFORD, NY, December 5, 2023 CONTACT: Christopher R. Byrnes (315) 743-8376 chris_byrnes@partech.com, www.partech.com PAR Technology Corporation Appoints Linda Crawford to its Board of Directors New Hartford, NY —December 5, 2023—PAR Technology Corporation (NYSE: PAR) a global restaurant technology company and provider of unified commerce solutions to enterprise restaurants today announced the appointment of Linda Crawford to its Board of Directors effective today, December 5, 2023. Savneet Singh, PAR Technology CEO and Board Member, commented on the appointment, “We are excited to welcome Linda to PAR’s Board. Linda’s extensive knowledge of enterprise software and proven leadership experience will be a tremendous asset to PAR and our entire management team. I look forward to working with Linda as we continue to scale our business and innovate unified commerce for enterprise restaurants.” Ms. Crawford previously served as the Chief Executive Officer of Helpshift, Inc., a company focused on AI driven customer support solutions for B2C companies from 2017 until her retirement in 2020. She also served as the Chief Customer Officer of Optimizely, Inc., a SaaS company focused on customer experience, from 2016 to 2017. Prior to Optimizely, Ms. Crawford spent nearly a decade at Salesforce in several executive positions, including Executive Vice President and Chief Executive Officer of the Sales Cloud Products division. Prior to Salesforce, Ms. Crawford held executive positions at Siebel Systems, the company credited for creating the CRM industry. Ms. Crawford currently serves on the board of directors and as a member of the corporate governance and nominating committee of Verint Systems Inc. (Nasdaq Global Select Market: VRNT). She previously served as a director of ChannelAdvisor from 2021 to 2022, which was acquired by CommerceHub in 2022, and as a director of Demandware, which was acquired by Salesforce in 2016. ABOUT PAR TECHNOLOGY CORPORATION For more than 40 years, PAR Technology Corporation’s (NYSE Symbol: PAR) cutting-edge products and services have helped bold and passionate restaurant brands build lasting guest relationships. We are the partner enterprise restaurants rely on when they need to serve amazing moments from open to close, during the most hectic rush hours, and when the world forces them to adapt and

overcome. More than 70,000 restaurants in 110+ countries across the globe use PAR’s restaurant point-of-sale, loyalty, digital ordering and back-office software solutions as well as industry leading hardware and drive-thru offerings for a true unified commerce experience. To learn more, visit www.partech.com or connect with us on LinkedIn, Twitter, Facebook, and Instagram. ###

Cover Page	Dec. 04, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 04, 2023
Entity Registrant Name	PAR Technology Corporation
Entity Incorporation, State or Country Code	DE
Entity File Number	1-09720
Entity Tax Identification Number	16-1434688
Entity Address, Address Line One	PAR Technology Park
Entity Address, Address Line Two	8383 Seneca Turnpike
Entity Address, City or Town	New Hartford
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	13413-4991
City Area Code	315
Local Phone Number	738-0600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.02 par value
Trading Symbol	PAR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000708821