false000144168300014416832024-06-062024-06-06

 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): June 10, 2024 (June 6, 2024)
Appian Corporation
(Exact name of Registrant as Specified in Its Charter)
Delaware001-3809854-1956084
(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 classTrading symbolName of each exchange on which registered
Class A Common StockAPPNThe 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 5.07 Submission of Matters to a Vote of Security Holders.

On June 6, 2024, the Company held a virtual annual meeting of stockholders (the “Annual Meeting”). There were 62,666,604 shares of Class A and Class B common stock of the 72,236,239 shares of Class A and Class B common stock outstanding on April 8, 2024 (the “Record Date”) present at the Annual Meeting in person or by proxy, which represented approximately 92.36% of the combined voting power of the shares of Class A common stock and Class B common stock entitled to vote at the Annual Meeting (voting together as a single class), and which constituted a quorum for the transaction of business. Holders of the Company’s Class A common stock were entitled to one vote for each share held as of the close of business on the Record Date, and holders of the Company’s Class B common stock were entitled to ten votes for each share held as of the Record Date.

At the Annual Meeting, the Company’s stockholders voted on the following three proposals: (i) election of seven nominees to serve as directors until the 2025 annual meeting of stockholders and until their respective successors are elected and qualified (“Proposal 1”); (ii) ratification of the selection by the Audit Committee of the Company’s Board of Directors of BDO USA, LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024 (“Proposal 2”); and (iii) approval, on an advisory basis, of the compensation of the Company's named executive officers as described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 25, 2024 (“Proposal 3”). The final results of the voting on each proposal are set forth below.

Proposal 1 – Election of Directors

The Company’s stockholders elected all nominees for director. The votes were cast as follows:

NameVotes ForVotes WithheldBroker Non-Votes
Matthew Calkins315,390,2832,835,0647,818,580
Robert C. Kramer315,205,4233,019,9247,818,580
A.G.W. "Jack" Biddle, III313,705,4694,519,8787,818,580
Shirley A. Edwards317,830,018395,3297,818,580
Barbara "Bobbie" Kilberg305,453,33012,772,0177,818,580
Mark Lynch315,242,3672,982,9807,818,580
William D. McCarthy314,146,1374,079,2107,818,580

Proposal 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders approved Proposal 2. The votes were cast as follows:

Votes ForVotes AgainstAbstained
325,698,241271,02274,664

Proposal 3 – Advisory Vote on Executive Compensation

The Company’s stockholders approved, on a non-binding advisory basis, Proposal 3. The votes were cast as follows:

Votes ForVotes AgainstAbstainedBroker Non-Votes
309,720,6547,018,0151,486,6787,818,580







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: June 10, 2024
By:/s/ Mark Matheos
Mark Matheos
Chief Financial Officer

v3.24.1.1.u2
Cover
Jun. 06, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 06, 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
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