8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): March 30, 2021

____________________________________________________

CHANNELADVISOR CORPORATION

(Exact name of registrant as specified in its charter)

____________________________________________________

Delaware	001-35940	56-2257867
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3025 Carrington Mill Boulevard

Morrisville, NC 27560

(Address of principal executive offices, including zip code)

(919) 228-4700

(Registrant's telephone number, including area code)

N/A

(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 Exchange Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.001 par value	ECOM	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.

(d) Appointment of Linda Crawford as Member of the Board of Directors

On March 30, 2021 the Board of Directors (the “Board”) of ChannelAdvisor Corporation (the “Registrant”) approved an increase in the size of the Board from eight to nine members and appointed Linda M. Crawford as a director to fill the vacancy created by the increase. As previously announced, Marc Huffman informed the Registrant in November 2020 that he would not stand for re-election as a director at the Registrant’s 2021 annual meeting of stockholders (the “Annual Meeting”), in order to devote more time to his business and other professional interests. Mr. Huffman’s term will expire immediately prior to the Annual Meeting, after which the Board will consist of eight members. Ms. Crawford will serve in the class of directors whose term will expire at the Registrant’s 2022 annual meeting of stockholders. There is no family relationship between Ms. Crawford and any of the Registrant’s other directors or executive officers. The Registrant is not aware of any transaction involving Ms. Crawford requiring disclosure under Item 404(a) of Regulation S-K. Additional information about Ms. Crawford is set forth below.

Linda Crawford, age 57, served as the chief executive officer of Helpshift, a digital customer support platform, from August 2017 to February 2020. She previously served as chief revenue and chief customer officer of Optimizely, Inc., a private company providing website and mobile testing and personalization, from January 2016 to February 2017. She previously served in several executive positions at Salesforce.com, Inc. (“Salesforce”) from 2006 to 2015, most recently as executive vice president and general manager, Sales Cloud, from 2012 to 2015 and as Senior Vice President Sales, Strategy and Productivity from 2008 to 2012. Prior to joining Salesforce, Ms. Crawford served as Vice President, Sales at Rivermine Software, Inc., a telecom expense management software platform, from 2004 to 2006 and held several executive positions at Siebel Systems, Inc. She currently serves on the board of directors of Equilar, Inc., a provider of corporate leadership data. Ms. Crawford previously served on the board of directors of the publicly traded software company Demandware, Inc., from January 2016 until its acquisition by Salesforce in July 2016. She is an advisor to several private companies and holds a B.B.A. in computer information systems and economics and an M.B.A. from James Madison University.

In accordance with the Registrant’s compensation policy for non-employee directors, on April 1, 2021, Ms. Crawford will be granted a restricted stock unit award having a value equal to $137,500 based on the closing price per share of the Registrant’s common stock on March 30, 2021 (two business days before the grant date), which will vest and become exercisable on March 1, 2022, subject to Ms. Crawford’s continuous service through that date. Additionally, Ms. Crawford will be entitled to receive a $50,000 annual retainer for service as a director. Ms. Crawford has also entered into the Registrant’s standard form of indemnification agreement.

Item 7.01            Regulation FD Disclosure.

On March 30, 2021, the Registrant issued a press release announcing Ms. Crawford’s appointment to the Board. A copy of this press release is furnished herewith as Exhibit 99.1 to this Current Report.

Item 9.01            Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit Description
99.1	Press Release, dated March 30, 2021 “ChannelAdvisor Appoints Linda Crawford to Board of Directors.”
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).*

* Submitted electronically with this Report in accordance with the provisions of Regulation S-T

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.

			CHANNELADVISOR CORPORATION
		By:	/s/ David J. Spitz
Date:	March 30, 2021		David J. Spitz
			Chief Executive Officer

EX-99.1

ChannelAdvisor Appoints Linda Crawford to Board of Directors

Research Triangle Park, NC - March 30, 2021 - ChannelAdvisor Corporation (NYSE: ECOM), a leading provider of cloud-based e-commerce solutions that enable brands and retailers to increase global sales, today announced that it has appointed Linda Crawford to the company’s board of directors effective April 1, 2021.

As a former executive vice president and CEO of Sales Cloud Products at Salesforce.com, former CEO of Helpshift, and former chief revenue officer and customer officer of Optimizely, Ms. Crawford brings over two decades of leadership experience to ChannelAdvisor.

“As a recognized and respected business leader in the software industry, Linda will provide valuable strategic insight to our Board,” said Timothy Buckley, chairman of ChannelAdvisor. “Linda’s guidance will be instrumental as we continue our work to scale our global leadership position in e-commerce. We are so pleased Linda has joined our Board of Directors, and believe she will be a tremendous asset to ChannelAdvisor.”

For more details about ChannelAdvisor, visit our blog, follow us on Twitter @channeladvisor, Like us on Facebook and connect with us on LinkedIn.

About ChannelAdvisor

ChannelAdvisor (NYSE: ECOM) is a leading e-commerce cloud platform whose mission is to connect and optimize the world’s commerce. For nearly two decades, ChannelAdvisor has helped brands and retailers worldwide improve their online performance by expanding sales channels, connecting with consumers around the world, optimizing their operations for peak performance, and providing actionable analytics to improve competitiveness. Thousands of customers depend on ChannelAdvisor to securely power their sales and optimize fulfillment on channels such as Amazon, eBay, Google, Facebook, Walmart, and hundreds more. For more information, visit www.channeladvisor.com.

Investor Contact:

Raiford Garrabrant

ChannelAdvisor Corporation

raiford.garrabrant@channeladvisor.com

919-228-4817

Media Contact:

Tamara Gibbs

ChannelAdvisor

tamara.gibbs@channeladvisor.com

(919) 249-9798

XML

Cover	Mar. 30, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 30, 2021
Entity Registrant Name	CHANNELADVISOR CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35940
Entity Tax Identification Number	56-2257867
Entity Address, Address Line One	3025 Carrington Mill Boulevard
Entity Address, City or Town	Morrisville
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	27560
City Area Code	919
Local Phone Number	228-4700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	ECOM
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001169652
Amendment Flag	false