alk-20221118
000152927400015292742022-11-182022-11-18

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): November 18, 2022

ALKAMI TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware     001-40321     45-3060776
(State or Other Jurisdiction of Incorporation) (Commission File Number)     (I.R.S. Employer Identification Number)

5601 Granite Parkway, Suite 120, Plano, TX 75024
(Address of Principal Executive Offices) (Zip Code)
(877) 725-5264
Registrant’s Telephone Number, Including Area Code

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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par value per shareALKT
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.











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

On November 18, 2022, Merline Saintil, a member of the Board of Directors (the “Board”) of Alkami Technology, Inc. (the “Company”), notified the Company of her resignation from the Board, effective December 31, 2022. Ms. Saintil has indicated that her departure from the Board was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

In addition, on November 18, 2022, Michael Hansen, the Company’s former Chief Executive Officer and a member of the Board, notified the Company of his resignation from the Board, effective December 31, 2022, in connection with the completion of his Board service as contemplated by his Transition and Separation Agreement with the Company, dated November 4, 2021. Mr. Hansen has indicated that his departure from the Board was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On November 18, 2022, the Board appointed Maria I. Alvarez to the Board, effective January 1, 2023, to fill the vacancy created by the departure of Mr. Hansen. Ms. Alvarez will serve as a Class I director with a term expiring at the Company’s Annual Meeting of Stockholders in 2025. The Board also appointed Ms. Alvarez to serve on its Information Systems Audit Committee. Ms. Alvarez will receive the same fees for her service as the Company’s other independent directors, which fees were disclosed in the Company’s proxy statement for its 2022 Annual Meeting of Stockholders, and will enter into the Company’s standard form of Indemnification Agreement, which is included as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

The appointment of Ms. Alvarez to the Board is the culmination of work performed by the Nominating and Corporate Governance Committee of the Board (the “Committee”). The Committee conducted a formal search for director candidates and considered recommendations from Board members and management of the Company. Ms. Alvarez was recommended by the Committee to the Board after a thorough review of these candidates’ backgrounds, relevant experience and professional and personal reputations.

In connection with the changes described above and the appointment of Ms. Alvarez to the Board, the Board decreased its size to 10 directors.


Item 7.01. Regulation FD Disclosure.

A copy of the press release issued by the Company on November 22, 2022 announcing that Ms. Saintil and Mr. Hansen were stepping down from the Board effective December 31, 2022 and that Ms. Alvarez will become a Board member effective January 1, 2023 is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and 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. The information in this Item 7.01, including Exhibit 99.1, shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)



SIGNATURE

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.
Alkami Technology, Inc.
Date:November 22, 2022By:/s/ W. Bryan Hill
W. Bryan Hill
Chief Financial Officer

Document

Exhibit 99.1

Maria Alvarez Joins Alkami Board of Directors

PLANO, Texas, November 22, 2022 – Alkami Technology, Inc. (Nasdaq: ALKT) (“Alkami”), a leading cloud-based digital banking solutions provider for banks and credit unions in the U.S., today announced Maria Alvarez will join its distinguished Board of Directors effective January 1, 2023.

Alvarez currently serves as VP, AI Platform, Cloud and AI Division at Microsoft Corporation, a technology company, and has served in senior roles at Microsoft since 2011, including as General Manager, Shared Engineering Services, AI & Research Group. Before joining Microsoft, Alvarez served as Chief Technology Officer and Product Head at Panda Security, a cybersecurity software company, and she previously held senior roles at Yahoo! Inc., Hewlett Packard Company, and Symantec Corporation. She currently serves as an independent board member of BB Imaging, a private company that offers diagnostic ultrasound services, and previously served on the board of directors of Workfront, Inc., a privately held SaaS software company. Alvarez brings to the Board expertise in product strategy, operational and technical excellence, international leadership, and digital transformation. She has extensive experience in software development in the security, search advertising and AI industries.

“I am honored to join the Board of Directors of Alkami, a company that is as innovative, successful, and future-focused in the digital banking space as Microsoft is in its core markets. I look forward to bringing to bear my expertise in the high-growth technology space to help Alkami continue building its world-class product suite,” Alvarez said.

“Alkami will benefit greatly from having someone with Maria’s skill set, experience, and eye for innovation serving on the Board of Directors. Given her expertise in cybersecurity, cloud-based software platforms and artificial intelligence, Maria is well-positioned to be a great partner for Alkami as it continues its rapid expansion,” said Brian R. Smith, Founder and Managing Director of S3 Ventures and Chairperson of Alkami's Board of Directors.

Alvarez will succeed Merline Saintil, who is stepping down from the Board of Directors effective December 31, 2022. Saintil’s expertise has helped guide Alkami’s IT strategy and cybersecurity posture over her two-year tenure.

Finally, Mike Hansen will be stepping off the Board of Directors effective December 31, 2022, as contemplated last year when he retired as Chief Executive Officer of the company. Hansen joined Alkami in 2013 as CEO and a member of the Board of Directors and, during his tenure, contributed to the development of company strategy that helped build Alkami into one of the fastest growing digital banking providers in the U.S.

About Alkami
Alkami Technology, Inc. is a leading cloud-based digital banking solutions provider for financial institutions in the United States that enables clients to grow confidently, adapt quickly and build thriving digital communities. Alkami helps clients transform through retail and business banking, digital account opening and digital loan origination, payment fraud prevention, and data analytics and engagement solutions. To learn more, visit www.alkami.com.

Media Relations Contact

Jennifer Cortez
jennifer.cortez@alkami.com

Katie Schimmel
katie@outlookmarketingsrv.com