0001834494FALSE00018344942021-12-232021-12-23

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): December 23, 2021

MeridianLink, Inc.
(Exact name of registrant as specified in its charter)

Delaware 001-40680 33-0849406
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
1600 Sunflower Avenue, #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 1.01 Entry into a Material Definitive Agreement.

On December 23, 2021, MeridianLink, Inc. (the “Company”) entered into an amendment (the “Nguyen Amendment”) to its employment agreement (the “Nguyen Agreement”) with Timothy Nguyen, the Company’s Chief Strategy Officer, effective as of December 23, 2021 to modify the timing of certain bonus payments to Mr. Nguyen. In connection with such modification, the Company has agreed to pay Mr. Nguyen an aggregate of $2,264,000 (the “Final Stay Bonus”) in lieu of any further Stay Bonus (as defined in the Nguyen Agreement) installment payments, which Final Stay Bonus shall be paid as of the effective date of the Nguyen Amendment.

The foregoing description is only a summary of the material provisions of the Nguyen Amendment and is qualified in its entirety by reference to the complete text of the Nguyen Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8‑K.


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

(e)

The information set forth in Item 1.01 is incorporated by reference into this Item 5.02(e).


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Exhibit Description
10.1
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: December 23, 2021
By: /s/ Chad Martin
Chad Martin
Chief Financial Officer



Exhibit 10.1
AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT

This Amendment No. 1 (this “Amendment”) to the Employment Agreement among Project Angel Parent LLC, a Delaware limited liability company (including its successors and assigns, the “Parent”), MeridianLink, a California corporation and wholly-owned subsidiary of the Parent (including its successors and assigns, the “Subsidiary”), and Timothy Nguyen (the “Executive”) effective as of the effectiveness of the Parent’s Form S-1 Registration Statement with the U.S. Securities and Exchange Commission (the “Employment Agreement”) is effective as of December 23, 2021. All capitalized terms used herein but not otherwise defined shall have the meaning given to such terms in the Employment Agreement.
WHEREAS, on July 27, 2021, the Parent converted from a Delaware limited liability company into a Delaware corporation and changed its name to MeridianLink, Inc., and the Subsidiary changed its name to ML California Sub, Inc (including its successors and assigns, the “Company”).
WHEREAS, the Company desires to continue to employ the Executive and the Executive desires to continue to be employed by the Company on the terms and conditions of the Employment Agreement as amended by this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby amend the Employment Agreement as follows:
1.Section 2(b) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

2(b). Stay Bonus. As of the date of this Amendment, the Executive has received an aggregate of $1,600,000 in annual stay bonuses (each, a “Stay Bonus”). Notwithstanding anything herein or in any Prior Agreement to the contrary, on or prior to December 31, 2021 and subject to the Executive’s continued employment through the date of payment, the Executive shall be paid a bonus in the aggregate amount of $2,264,000 (the “Final Stay Bonus”). The Final Stay Bonus shall be in lieu of any further Stay Bonus installments and the Executive shall not be entitled to any further Stay Bonuses following payment of the Final Stay Bonus.

2.Except as so amended, the Employment Agreement is in all other respects hereby confirmed.

3.This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.



[Signature Page Follows]


IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.


MERIDIANLINK, INC.
By: /s/ Chad Martin
Name: Chad Martin
Title: Chief Financial Officer



ML CALIFORNIA SUB, INC.
By: /s/ Chad Martin
Name: Chad Martin
Title: Chief Financial Officer

/s/ Timothy Nguyen
Timothy Nguyen


[Signature Page to the Amendment No. 1 to the Employment Agreement]