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

AGILYSYS, INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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.

Appointment of Directors

On December 5, 2024, the Board of Directors (the “Board”) of Agilysys, Inc. (the “Company”) increased the size of the Board from seven to eight members and appointed Lisa Pope to fill this newly created directorship. Ms. Pope is expected to be nominated for election by the Company’s stockholders at the 2025 annual stockholders meeting. No decisions have yet been made by the Board with respect to which committees, if any, Ms. Pope is expected to be named.

Ms. Pope has and will receive the standard compensatory and other arrangements provided to non-employee directors of the Company, including prorated portions of the Company’s standard (i) $40,000 annual cash retainer and (ii) annual equity retainer targeting a $100,000 value as of the date of grant for fiscal year 2025. Ms. Pope is also expected to enter into the Company’s customary agreements for directors, including the indemnification agreement in substantially the form filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 9, 2022.

There are no arrangements or understandings between Ms. Pope and any other persons pursuant to which Ms. Pope was selected as a director. There have been no related party transactions between the Company and Ms. Pope reportable under Item 404(a) of Regulation S-K.

Item 8.01 Other Events.

On December 11, 2024, the Company issued a press release announcing the addition of Ms. Pope to the Board, which includes biographical and other important information, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The following items are filed as exhibits to this current report on Form 8-K:

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.