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): August 15, 2023

MeridianLink, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-40680	82-4844620
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3560 Hyland Avenue, Suite 200

Costa Mesa, CA 92626

(Address of principal executive offices and Zip Code)

(714) 708-6950

(Registrant’s telephone number, including area code)

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:

☐ 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(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	MLNK	The 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.

(b) On August 15, 2023, Paul Zuber notified MeridianLink, Inc. (the “Company”) of his resignation from its Board of Directors (the “Board”) and its committees, effective August 15, 2023. Mr. Zuber’s decision to resign is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Company is grateful for Mr. Zuber’s commitment and service to the Company and the Board.

(d) On August 16, 2023, the Board appointed Edward H. McDermott to serve on the Board as a class III director, member of the audit and compensation committees, and chair of the Board, each effective as of August 16, 2023. The term of the Company’s class III directors, including Mr. McDermott, expires on the date of the Company’s annual meeting of stockholders to be held in 2024 or upon the election and qualification of successor directors.

Based on the director independence listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines, the Board affirmatively determined that Mr. McDermott is independent. There is no arrangement or understanding pursuant to which Mr. McDermott was appointed to the Board, and there are no related party transactions between the Company and Mr. McDermott that would require disclosure under Item 404(a) of Regulation S-K.

Mr. McDermott’s compensation will be consistent with the Company’s standard compensation for non-employee directors pursuant to the Company’s Non-Employee Director Compensation Policy, a copy of which is included as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 4, 2023. In addition, the Company entered into an indemnification agreement with Mr. McDermott in connection with his appointment to the Board, in substantially the same form as that entered into with the other directors of the Company, the form of which is included as Exhibit 10.5 to the Company’s Form S-1 filed on July 27, 2021.

Item 7.01 Regulation FD Disclosure.

On August 17, 2023, the Company issued a press release announcing Mr. McDermott’s appointment to the Board as discussed in Item 5.02 of this Current Report on Form 8-K. A copy of this press release is furnished as Exhibit 99.1 and is incorporated by reference herein.

The information contained in this Item 7.01 of this Current Report on Form 8-K, including the Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.			Exhibit Description

99.1			Press Release dated August 17, 2023 announcing the director changes.

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.


	MERIDIANLINK, INC.
Date: August 17, 2023
	By:	/s/ Sean Blitchok
		Sean Blitchok
		Chief Financial Officer

Exhibit 99.1

MeridianLink Appoints Edward H. McDermott as Chair of its Board of Directors

COSTA MESA, Calif. - August 17, 2023 - MeridianLink, Inc. (NYSE: MLNK), a leading provider of modern software platforms for financial institutions and consumer reporting agencies, today announced the appointment of Ed McDermott to its board of directors and to serve as the Company’s new board chair.

Mr. McDermott is the managing partner of Spring Tide Partners, an investment firm that makes concentrated, long-term investments in public and private companies. Prior to founding Spring Tide Partners in 2015, he was a co-managing partner of SPO Partners & Co., an investment partnership he originally joined in 1995. Mr. McDermott holds a B.A. from Williams College and an M.B.A. from the Stanford Graduate School of Business.

“We welcome the wealth of expertise and industry knowledge that Ed brings to the chair of the board role, and we value his experience partnering with innovative companies through impressive growth milestones,” said MeridianLink CEO Nicolaas Vlok. “The last several years have been monumental as we’ve accelerated our organic growth profile while successfully completing multiple acquisitions and our initial public offering. I want to thank our former board chair, Paul Zuber, for his guidance and partnership. As we look to the future, I am thrilled to have Ed’s leadership as we continue to scale and grow.”

“It’s been an honor to serve as board chair of MeridianLink during the past five years of tremendous growth,” said Mr. Zuber. “The Company is well-positioned to continue its trajectory of success, and I am excited to see its future unfold.”

“MeridianLink is a pioneering company that has helped shape the digital lending space for the last 25 years,” said Mr. McDermott. “I am excited to work with the management team and board as we build on this strong foundation and realize the Company’s next chapter of growth.”

ABOUT MERIDIANLINK

MeridianLink, Inc.® (NYSE: MLNK) powers digital lending and account opening for financial institutions and provides data verification solutions for consumer reporting agencies. MeridianLink’s scalable, cloud-based platforms help customers build deeper relationships with consumers through data-driven, personalized experiences across the entire lending life cycle.

MeridianLink enables customers to accelerate revenue growth, reduce risk, and exceed consumer expectations through seamless digital experiences. Its partner marketplace supports hundreds of integrations for tailored innovation. For more than 20 years, MeridianLink has prioritized the democratization of lending for consumers, businesses, and communities. Learn more at www.meridianlink.com.

PRESS CONTACT:
Becky Frost
(714) 784-5839
Media@meridianlink.com

INVESTOR RELATIONS CONTACT:
Gianna Rotellini
(714) 332-6357
InvestorRelations@meridianlink.com

Cover	Aug. 15, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 15, 2023
Entity Registrant Name	MeridianLink, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40680
Entity Tax Identification Number	82-4844620
Entity Address, Address Line One	3560 Hyland Avenue, Suite 200
Entity Address, City or Town	Costa Mesa
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92626
City Area Code	714
Local Phone Number	708-6950
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	MLNK
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001834494
Amendment Flag	false