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)  November 30, 2021

THRYV HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-35895	13-2740040
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2200 West Airfield Drive P.O. Box 619810 DFW Airport, Texas	75261
(Address of Principal Executive Offices)	(Zip Code)

(972) 453-7000

(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 (see General Instruction 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 Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	THRY	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

Resignation of Former Chair of the Board

On November 30, 2021, Jason Mudrick resigned from his position as a member of the Board of Directors (“Board”) of Thryv Holdings, Inc. (the “Company”), as Chair of the Board, and as a member of the Compensation Committee and the Nominating and Corporate Governance Committee of the Board effective immediately. Mr. Mudrick’s decision to resign is not the result of any disagreement with the Company, the Board, or management, or any matter relating to the Company’s operations, policies or practices.

Appointment of Chair of the Board

On December 3, 2021, the Board appointed director Joe Walsh as Chair of the Board, effective immediately. Mr. Walsh also serves as the Company’s President and Chief Executive Officer.

Item 7.01. Regulation FD Disclosure.

On December 6, 2021, the Company issued a press release with respect to the appointment of Mr. Walsh as Chair of the Board, the appointment of John Slater as Lead Independent Director and the resignation of Mr. Mudrick. A copy of such press release is furnished as Exhibit 99.1 to this Form 8-K.

The information in Item 7.01 of this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 8.01 Other Events.

On December 3, 2021, the Board elected John Slater as Lead Independent Director, effective immediately. Mr. Slater is the Company’s longest serving director, whose tenure dates back to 2009, and currently serves as Chair of the Audit Committee of the Board.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this document:

Exhibit Number	Description
99.1	Press Release, dated as of December 6, 2021

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 hereunto duly authorized.

	THRYV HOLDINGS, INC.
Date: December 6, 2021	By:	/s/ Paul D. Rouse
	Name: Paul D. Rouse
	Title: Chief Financial Officer, Executive Vice President and Treasurer

EX-99.1

Exhibit 99.1

Thryv CEO Joe Walsh Appointed Company’s New Chairman of the Board

Outgoing Chairman Jason Mudrick to leave Board but intends to “remain Thryv’s largest shareholder”

DALLAS, December 6, 2021– Thryv Holdings, Inc. (NASDAQ:THRY) (“Thryv” or the “Company”), the provider of Thryv^® software, the end-to-end client experience platform for growing small businesses, announced today that CEO and President Joe Walsh has been appointed Chairman of the Company’s Board of Directors, effective immediately. The Company also announced that Jason Mudrick, the Company’s current Chairman of the Board, has resigned from the Board of Directors.

“Today Thryv is a fast-growing SaaS software company on a solid financial footing,” said Walsh. “This was enabled by the skillful leadership of Jason Mudrick as Chairman of the Board. During Jason’s five-year Chairmanship, the Company made several key acquisitions, completed a number of successful financings, and went public via a direct listing on the Nasdaq stock exchange.

“Most importantly, Jason supported the development of Thryv software, which has become the Company’s flagship product. I would like to thank Jason for his many contributions to the success of Thryv.”

Said Mudrick, the founder and CIO of Mudrick Capital Management L.P.: “Having been an investor in Thryv and its predecessor companies since 2009, we could not be happier with the progress Joe and his team have made transitioning the business from a Marketing Services business to a SaaS business. With Joe’s team in charge and under the oversight of the new SaaS-focused Board we put in place last year, it is now my time to step off the Board and continue this journey from the sidelines.

“We, at Mudrick Capital, intend to remain Thryv’s largest shareholder for the foreseeable future, and we cannot wait to see what Joe and his team can accomplish in this new chapter of growth.”

The Company also announced that John Slater, its longest-serving Board member whose tenure dates back to 2009, was named Lead Independent Director of the Board.

“I am excited to be named Lead Director and to expand upon my longstanding and solid relationship with our CEO, and now Chairman, Joe Walsh,” Slater said. “I continue to be impressed by Joe’s leadership and look forward to partnering with him to accelerate Thryv’s growth in the years ahead.”

About Thryv Holdings, Inc.

Thryv Holdings (NASDAQ:THRY) is a global software and marketing services company that empowers small- to medium-sized businesses (SMBs), franchises, and agencies to grow and modernize their operations so they can compete and win in today’s economy. Over 45,000 businesses use our award-winning SaaS platform, Thryv®, to manage their end-to-end customer experience, which has helped businesses across the U.S. and overseas grow their bottom line. Thryv also manages digital and print presence for over 400,000 businesses, connecting these SMBs to local consumers via proprietary local search portals and print directories. For more information about Thryv Holdings, Inc., visit thryv.com.

Media Contact:

Paige Blankenship

Thryv, Inc.

214.392.9609

paige.blankenship@thryv.com

Investor Contact:

Cameron Lessard

Thryv, Inc.

214.773.7022

cameron.lessard@thryv.com 

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2200 West Airfield Dr., TX 29, P.O. Box 619810, D/FW Airport, TX 75261 thryv.com

XML

Document and Entity Information	Nov. 30, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 30, 2021
Entity Registrant Name	THRYV HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35895
Entity Tax Identification Number	13-2740040
Entity Address, Address Line One	2200 West Airfield Drive
Entity Address, Address Line Two	P.O. Box 619810
Entity Address, City or Town	DFW Airport
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75261
City Area Code	972
Local Phone Number	453-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001556739
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	THRY
Security Exchange Name	NASDAQ