On November 14, 2016, Alarm.com Holdings, Inc. (the Company)
announced that Steve Valenzuela would be joining the Company as
its Chief Financial Officer, effective November 15, 2016. At a
meeting of the Board of Directors (the Board) of the Company held
on November 8, 2016, the Board appointed Mr. Valenzuela as the
Companys Chief Financial Officer and as the Companys principal
financial officer for purposes of the Securities Exchange Act of
1934, as amended (the Exchange Act), both appointments to become
effective November 15, 2016.

Mr. Valenzuela, age 59, most recently served as the Chief
Financial Officer of SugarCRM, a customer relationship management
software company, from January 2015 to November 2016. From
October 2013 to December 2014, Mr. Valenzuela served as the Chief
Financial Officer of Apigee Corporation, a software provider for
the management of APIs and internet of things. Prior to this, Mr.
Valenzuela was the Chief Financial Officer of Zenprise, a mobile
device management software company, from April 2011 to December
2012, and then as a result of Citrixs acquisition of Zenprise in
January 2013, as the Vice President of Finance and Operations for
the Mobile Platforms Group of Citrix from January 2013 to October
2013. Mr. Valenzuela holds a B.S. degree in accounting from San
Jose State University and an M.B.A. from Santa Clara University.

In connection with his appointment, the Company entered into an
offer letter (the Offer Letter) with Mr. Valenzuela. Under the
Offer Letter, Mr. Valenzuela will receive an initial annual base
salary of $335,000. He will be entitled to the same benefits as
the other executives of the Company, except that he is also
eligible to receive up to $50,000 in relocation assistance.

In lieu of participation in the Alarm.com Holdings Inc. 2016
Executive Bonus Plan and pro-rated eligibility for a fiscal 2016
bonus thereunder, he will receive a cash signing bonus of
$75,000. After fiscal 2016, to the terms of the Offer Letter, Mr.
Valenzuela is eligible for an annual bonus payment of up to
$167,500 upon the Companys achievement of certain goals which are
generally set by the Compensation Committee, with input from the
Chief Executive Officer, in the first quarter of each year for
such fiscal year.

In connection with his appointment and to the terms of the Offer
Letter, the Compensation Committee approved the grant to Mr.
Valenzuela of an option to purchase up to 65,000 shares of the
Companys common stock, effective November 15, 2016, with an
exercise price equal to the closing price of the Companys common
stock on the Nasdaq Global Select Market on that date. Twenty
percent (20%) of the shares subject to the option will vest after
one year, and the remainder of the shares will vest in equal
monthly installments over the next 48 months, subject to Mr.
Valenzuelas continuous service with the Company through each
vesting date. In addition, to the terms of the Offer Letter, the
Compensation Committee approved the grant to Mr. Valenzuela of a
restricted stock unit award (the RSU Award) for a number of
shares of the Companys common stock equal to $1,000,000 divided
by the closing price of the Companys common stock on November 15,
2016 (rounded down to the nearest whole share). Forty percent
(40%) of the shares subject to the RSU Award shall vest on each
of the second and fourth anniversary of the RSU Award grant date,
and the final twenty percent (20%) shall vest on the fifth
anniversary of the RSU Award grant date.

In the event of a Change in Control (as defined in the Companys
2015 Equity Incentive Plan), the unvested shares subject to the
option grant and the RSU Award would fully vest upon the
occurrence of certain events as more fully described in the Offer
Letter.

Additionally, under the terms of the Offer Letter, within three
months of Mr. Valenzuelas first and second anniversary of
employment with the Company, subject to his continuous service
and subject to Compensation Committee approval at such time, Mr.
Valenzuela will be awarded a restricted stock unit award for a
number of shares of the Companys common stock equal to $250,000
divided by the closing price of the Companys common stock on the
applicable restricted stock unit award grant date (rounded down
to the nearest whole share).

If Mr. Valenzuelas employment is terminated by the Company
without cause, then he will be entitled to receive continuing
payments of his then-current salary for a period of four months,
as well as payment of the health insurance premiums for continued
coverage under COBRA for a period of six months.

The foregoing description of the Offer Letter is qualified in its
entirety by reference to the full text of the Offer Letter, which
is filed as Exhibit 10.1 to this Current Report on Form 8-K, and
is incorporated by reference herein.

The Company anticipates that Mr. Valenzuela will enter into the
Companys standard form of indemnification agreement and standard
form of invention assignment and restrictive covenants agreement,
which contains provisions governing the nondisclosure of
confidential information of the Company, provisions requiring the
assignment of certain intellectual property rights to the
Company, as well as non-competition and non-solicitation
restrictive covenants. Mr. Valenzuela was not appointed to serve
as Chief Financial Officer or principal financial officer to any
arrangements or understandings with the Company (other than the
Offer Letter) or with any other person, and there are no related
party transactions between Mr. Valenzuela and the Company that
would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On November 14, 2016, the Company issued a press release
announcing the appointment of Steve Valenzuela as the Companys
Chief Financial Officer and principal financial officer. A copy
of the Companys press release is furnished with this Form 8-K and
attached hereto as Exhibit 99.1.

The information in this item, including Exhibit 99.1, shall not
be deemed filed for purposes of Section 18 of the Exchange Act,
nor shall it be deemed incorporated by reference into any filing
under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits