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.