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): ~~March 8~~April 13, 2022 (April 7, 2022)

Bottomline Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware

0-25259

02-0433294

(State or other Jurisdiction

of Incorporation)

(Commission

File No.)

(I.R.S. Employer

Identification No.)

325 Corporate Drive

Portsmouth, NH 03801, USA

(Address of principal executive offices, including Zip Code)

(603) 436-0700

(Registrant’s telephone number, including area code)

(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 Instruction A.2):

☐	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

EPAY

Nasdaq Global Select Market

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 5.0702. ~~Submission~~Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Securities~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangement.

OnAppointment ~~March 8, 2022, Bottomline Technologies, Inc. (“Bottomline”) held a special meeting~~ of ~~stockholders~~Craig ~~(the~~Saks ~~“Special~~as ~~Meeting”)~~President ~~at 325 Corporate Drive, Portsmouth, New Hampshire 03801.~~

AsOn ~~of the record date, February~~April 17, 2022, ~~there~~Craig ~~were~~Saks ~~44,977,553~~joined ~~shares of common stock of~~ Bottomline ~~eligible to be voted at the Special Meeting. At the Special Meeting~~Technologies, ~~35,859,550 shares, or approximately 79~~Inc.6% ~~of all shares of common stock eligible to be voted at~~ (the ~~Special Meeting, were present either in person or by proxy. Three matters were voted upon at the Special Meeting, with the Board of Directors of Bottomline recommending a vote~~ “~~FOR~~Company”) ~~in connection with each of the proposals voted upon,~~ as ~~further described in the definitive proxy statement filed with the Securities and Exchange Commission on February 2, 2022 (the “Definitive Proxy Statement”)~~President.

~~Proposal No~~Mr. 1Saks, ~~(the~~age ~~“Merger~~52, ~~Proposal”)~~brings ~~was~~more tothan ~~consider~~20 years of leadership experience leading enterprise, mission-critical software, and ~~vote~~processing onbusinesses across the ~~proposal~~fintech toand ~~adopt~~payment industries. Mr. Saks serves on the ~~Agreement~~board ~~and~~of ~~Plan~~directors of ~~Merger~~NMI, ~~dated~~a asglobal ofpayment ~~December 16~~enablement platform, ~~2021~~processing ~~(the~~more ~~“Merger~~than ~~Agreement”)~~$180 billion byin payments annually for over 3,200 partners and ~~among~~over ~~Bottomline~~260,000 ~~Bottomline~~merchants ~~Intermediate~~around ~~Holdings~~the ~~III~~world, ~~LLC~~and ~~(formerly~~from ~~known~~2018 asto ~~Project~~2020 RBserved ~~Parent,~~on ~~LLC)~~the ~~(“Parent”)~~board ~~and~~of ~~Project~~directors RBof ~~Merger~~The ~~Sub~~Greater Naples Chamber of Commerce in Naples, ~~Inc~~Florida. ~~(“Merger~~From ~~Sub”)~~2012 to 2020, ~~pursuant~~Mr. Saks toheld ~~which~~various ~~Merger~~positions ~~Sub~~at ~~will~~ACI ~~merge~~Worldwide, ~~with~~a global payments software company, serving as Chief Strategy & Transformation Officer and ~~into~~interim ~~Bottomline~~President & ~~(the~~CEO ~~“Merger”)~~in 2020, Chief Operating Officer from 2017 to 2019, and ~~Bottomline~~Group ~~will~~President, ~~become~~Strategic aProducts ~~wholly~~P&L ~~owned~~from ~~subsidiary~~2015 ofto ~~Parent~~2016. AtMr. Saks ~~the~~is ~~Special~~also ~~Meeting~~a ~~the~~member ~~Merger~~of ~~Proposal~~the ~~was~~Bain ~~approved~~Advisor Network, ~~with~~where ~~35,697,489~~he ~~shares~~serves ~~voting~~as ~~for~~an ~~the~~external ~~Merger~~advisor ~~Proposal,~~and ~~8,259~~consults ~~shares~~in ~~voting~~the ~~against~~technology and ~~153~~payments sectors. In 2021,~~802~~ ~~shares~~Mr. Saks ~~abstaining~~also served as a consultant to various private equity firms advising on strategy and operations consulting.

~~The~~In ~~approval~~connection ofwith Mr. Saks’ appointment as President, the ~~Merger~~Company ~~Proposal~~has ~~satisfies~~agreed ~~one~~to ofprovide Mr. Saks, during the ~~conditions~~interim ~~required~~period prior to ~~consummate~~the closing (the ~~Merger.~~“Closing”) ~~The~~of ~~consummation~~the acquisition of the ~~Merger~~Company isby ~~expected~~an toaffiliate ~~occur~~of inThoma Bravo Fund XV, L.P. (the ~~second~~“Thoma ~~calendar~~Bravo ~~quarter~~Fund”), a private equity fund managed by Thoma Bravo, L.P. (“Thoma Bravo”), a monthly base salary of ~~2022~~$29,166.67, ~~following~~and ~~approval~~he will be eligible for an annual bonus with a target of $250,000, to be paid quarterly in such amounts as recommended by the ~~change~~Chief Executive Officer and approved by the Leadership Development and Compensation Committee of ~~control~~the Board of ~~Bottomline~~Directors ~~Payment~~of ~~Services~~the ~~Limited~~Company (abased Uon the achievement of Company-wide financial metrics and the achievement of key business objectives.K Mr. Saks ~~based~~is ~~subsidiary~~also eligible to participate in the standard package of ~~Bottomline)~~benefits made available by the ~~Financial~~Company ~~Conduct~~from ~~Authority~~time-to-time into ~~the~~its ~~United~~full-time ~~Kingdom~~employees. Following the Closing, it is anticipated that Mr. Saks’ compensation arrangements will be modified as ~~previously~~mutually ~~disclosed~~agreed by Thoma Bravo and Mr. Saks.

~~Proposal~~There ~~No. 2~~are ~~(the~~no ~~“Adjournment~~family ~~Proposal”)~~relationships ~~was~~between toMr. Saks ~~consider~~ and ~~vote~~any ondirector ~~any~~or ~~proposal~~executive toofficer ~~adjourn~~of the ~~Special~~Company. ~~Meeting~~Neither toMr. Saks anor ~~later~~any ~~date~~of orhis ~~dates~~immediate iffamily ~~necessary~~members orhave ~~appropriate~~been toa ~~solicit~~participant ~~additional~~in ~~proxies~~any iftransaction ~~there~~or ~~were~~currently ~~insufficient~~proposed ~~votes~~transaction towith ~~adopt~~ the ~~Merger~~Company ~~Agreement~~that atis ~~the~~reportable ~~time~~under Item 404(a) of ~~the~~Regulation ~~Special~~S-K. ~~Meeting~~Mr. Saks Athas ~~the~~been ~~Special~~previously ~~Meeting~~compensated ~~the~~by ~~Adjournment~~Thoma ~~Proposal~~Bravo ~~was~~in ~~approved,~~connection with ~~33,396,855~~consulting ~~shares~~services ~~voting~~provided ~~for~~to ~~the~~Thoma ~~Adjournment~~Bravo ~~Proposal,~~in ~~2,301,508~~connection ~~shares~~with ~~voting~~the ~~against~~pending ~~and~~acquisition ~~161,187 shares abstaining, although as a result~~ of the ~~Merger Proposal being approved, the Adjournment Proposal was rendered moot~~Company.

AsNigel ~~required~~Savory bySettlement ~~Section 14A~~Agreement of the Securities Exchange Act of 1934, Proposal No. 3 (the “Merger Compensation Proposal”) was to consider and vote to approve, on an advisory, non-binding basis, the payment of certain compensation that will or may become payable by Bottomline to its named executive officers in connection with the Merger. Pursuant to the applicable SEC rules governing the Merger Compensation Proposal, the advisory vote is not specific to any particular named executive officer or any specific element of compensation that will or may be provided. As described in the Definitive Proxy Statement, the Merger will result in additional vesting credit for all outstanding Bottomline equity awards (including those held by non-officer employees, as well as those held by named executive officers) and may have certain other consequences under existing agreements Bottomline has with certain of its named executive officers. The agreements with Bottomline’s named executive officers were not entered into in connection with the Merger. At the Special Meeting the Merger Compensation Proposal was not approved, with 17,634,127 shares voting for the Merger Compensation Proposal, 17,702,781 shares voting against and 522,642 shares abstaining. As noted above, due to the nature of the Merger Compensation Proposal, it is not possible to identify which compensation element or elements resulted in the decision to vote for or against the Merger Compensation Proposal. Because the Merger Compensation Proposal is a non-binding advisory vote, the results of such vote will not impact any of Bottomline’s contractual commitments or Bottomline’s plans or ability to move forward with those commitments.

~~Forward~~On ~~Looking~~April 8, ~~Statements~~2022, Bottomline Technologies Europe Limited (a subsidiary of the Company) and Nigel Savory entered into a Settlement Agreement, pursuant to which the parties agreed, among other things, that Mr. Savory’s employment would terminate on the six month anniversary of the execution of the Settlement Agreement (subject to earlier termination under certain circumstances) and that until such termination, Mr. Savory would remain available to provide transition services in connection with the transactions contemplated by the Merger Agreement (subject to certain “garden leave” provisions). The Settlement Agreement confirms Mr. Savory’s entitlement to the transition salary and bonus payments provided for in the previously-filed Service Agreement dated March 12, 2021 between Mr. Savory and Bottomline Technologies Europe Limited and further provides that Mr. Savory will receive a bonus with respect to the first calendar quarter of 2022 and will be eligible for accelerated vesting of up to all of his equity compensation from the Company.

This Current Report on Form 8-K contains “forward-looking statements” that do not directly or exclusively relate to historical facts. Stockholders are cautioned that any forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. Factors that may contribute to such differences include, but are not limited to, the possibility that the Merger will not close when expected, if at all. Additional factors that could cause results

to differ materially from those anticipated in forward-looking statements can be found in the risks detailed in the Company’s filings with the Securities and Exchange Commission, including in its most recent filings on Forms 10-K and 10-Q, factors and matters described or incorporated by reference in this document or in the Definitive Proxy Statement.

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.

~~BOTTOMLINE~~Bottomline ~~TECHNOLOGIES~~Technologies, ~~INC~~Inc. By: /s/ Eric Morgan Name: Eric Morgan Title: Executive Vice President, ~~and~~ Global Controller

Dated: ~~March 9~~April 13, 2022

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