UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

________________________________________________________________

FORM 8-K

________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) ~~of the~~

of the Securities Exchange Act of 1934

Date of ~~report~~Report (Date of earliest event reported): ~~February 6, 2024~~

~~________________________________________________________________~~ March 13, 2024

ALTERYX, INC.

(Exact ~~Name~~name of ~~the~~registrant ~~Registrant~~ as ~~Specified~~specified in ~~Charter~~its charter)

________________________________________________________________

Delaware

001-38034

90-0673106

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Delaware

001-38034

90-0673106

(State or Other Jurisdictionof Incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

17200 Laguna Canyon Road

17200 Laguna Canyon Road,

Irvine,

California

92618

(Address of Principal Executive Offices)

(Zip Code)

Irvine, California 92618

(Address of principal executive offices, including zip code)

(888) 836-4274

(Registrant’s telephone number, including area code)

Not Applicable

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~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))

☐	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

Class A Common Stock, $0.0001 par value per share

AYX

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 2 5.~~02.~~07 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

On ~~February~~December 618, ~~2024~~2023, Alteryx, Inc. (“Alteryx”) announced its entry into an Agreement and Plan of Merger, adated ~~Delaware~~as ~~corporation~~of December 18, 2023 (the “~~Company~~Merger Agreement”), ~~issued~~by aand ~~press~~among ~~release~~Azurite ~~announcing~~Intermediate Holdings, Inc. (“Parent”), Azurite Merger Sub, Inc. (“Merger Sub”) and Alteryx. The Merger Agreement provides that, on the ~~Company’s~~terms ~~financial~~and ~~results~~subject ~~for~~to the ~~quarter~~conditions set forth in the Merger Agreement, Merger Sub will merge with and ~~full~~into ~~year~~Alteryx ~~ended December~~(the 31“Merger”), ~~2023.~~with ~~The~~Alteryx ~~press~~surviving ~~release~~the isMerger ~~furnished~~and asbecoming ~~Exhibit~~a 99wholly owned subsidiary of Parent.1 Parent and isMerger ~~incorporated~~Sub ~~herein~~are affiliates of investment funds managed by ~~reference~~Clearlake Capital Group, L.P. and Insight Venture Management, LLC.

~~The~~In ~~information~~connection ~~furnished~~ with ~~this~~the ~~Item 2.02~~Merger, ~~including~~Alteryx ~~Exhibit~~held ~~99.1,~~a ~~shall~~special ~~not~~meeting beof ~~deemed~~stockholders ~~“filed”~~on ~~for purposes of Section~~March 1813, of2024, ~~the~~at ~~Securities~~10:00 ~~Exchange~~a.m., ~~Act~~Pacific oftime ~~1934~~ (the “~~Exchange~~Special ~~Act~~Meeting”). orThe ~~otherwise~~Special ~~subject~~Meeting towas ~~the~~held ~~liabilities~~exclusively ofonline ~~that~~via ~~section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing~~webcast.

~~Item~~As of January 931, 2024, the record date for the Special Meeting (the “Record Date”), there were 72,271,128 shares of Alteryx’s capital stock issued, outstanding and entitled to vote at the Special Meeting (collectively, the “Shares”), consisting of 64,386,678 shares of Alteryx’s Class A common stock and 7,884,450 shares of Alteryx’s Class B common stock.01 ~~Financial~~Each ~~Statements~~share of Class A common stock was entitled to one vote on each proposal at the Special Meeting, and ~~Exhibits~~each share of Class B common stock was entitled to ten votes on each proposal at the Special Meeting. At the Special Meeting, the holders of 122,270,779 Shares were present in person or represented by proxy, which constituted a quorum.

The following are the voting results of the proposals considered and voted on at the Special Meeting, each of which is described in Alteryx’s definitive proxy statement, dated February 9, 2024 (dthe “Proxy Statement”) ~~Exhibits~~, filed by Alteryx with the Securities and Exchange Commission.

99.1			Press Release dated February 6, 2024.
	FOR	AGAINST	ABSTAIN	BROKERNON-VOTES
104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
Proposal 1: To adopt the Merger Agreement.	119,505,927	2,730,818	34,034	0
Proposal 1 was approved.
Proposal 2: To approve, on a non-binding, advisory basis, the compensation that will or may become payable by Alteryx to its named executive officers in connection with the Merger contemplated by the Merger Agreement.	118,633,105	3,299,424	338,250	0
Proposal 2 was approved.

~~SIGNATURES~~Proposal 3 described in the Proxy Statement (relating to the adjournment of the Special Meeting, if necessary or appropriate) was rendered moot and was not presented at the Special Meeting as a result of the approval of Proposal 1.

~~Pursuant~~The toparties ~~the~~expect ~~requirements of~~ the ~~Securities~~Merger ~~Exchange~~to ~~Act~~be ofcompleted ~~1934~~on March 19, ~~as amended~~2024, ~~the~~subject ~~Registrant has duly caused this Report~~ to bethe ~~signed~~remaining onconditions ~~its~~set ~~behalf~~forth byin the ~~undersigned~~Merger ~~hereunto duly authorized~~Agreement.

ALTERYX, INC.

Date:

February 6, 2024

By:

/s/ Christopher M. Lal

Name:

Christopher M. Lal

Title:

Chief Legal Officer and Corporate Secretary

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.

ALTERYX, INC.

Dated: March 14, 2024

/s/ Christopher M. Lal

Name: Christopher M. Lal

Title: Chief Legal Officer and Corporate Secretary

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