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): May 15, 2014

 

 

MANHATTAN ASSOCIATES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Georgia		0-23999		58-2373424
(State or Other Jurisdiction of Incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

2300 Windy Ridge Parkway, Tenth Floor, Atlanta, Georgia

30339

(Address of Principal Executive Offices)

(Zip Code)

(770) 955-7070

(Registrant’s telephone number, including area code)

NONE

(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:

 

¨	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))

 

 

 

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 15, 2014, the shareholders of Manhattan Associates, Inc. (the “Company”) approved an amendment to the Company’s articles of incorporation to increase the authorized number of shares of common stock from 100,000,000 to 200,000,000. The amendment was effective on May 15, 2014. The articles of amendment to the Company’s articles of incorporate are filed herewith as Exhibit 3.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On Thursday, May 15, 2014, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”) in Atlanta, Georgia. As of the record date, March 28, 2014, there were 75,831,212 shares of common stock entitled to vote at the Annual Meeting. There were present at the Annual Meeting, in person or by proxy, holders of 71,763,247 shares, representing approximately 95% of the common stock entitled to vote at the Annual Meeting.

The matters considered and voted on by the Company’s shareholders at the Annual Meeting, the votes cast for, withheld or against, and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below:

 

Proposals		Term Expires		Number of Votes
				For		Withheld		Broker Non- Votes
1. Election of Class I Directors
Brian J. Cassidy		2017		65,875,736		2,163,653		3,723,858
Eddie Capel		2017		66,197,741		1,841,648		3,723,858

All of the nominees for Class I Director were elected.

Continuing Class II Directors serving until the 2015 Annual Meeting of Shareholders are Deepak Raghavan and Peter F. Sinisgalli.

Continuing Class III Directors serving until the 2016 Annual Meeting of Shareholders are John J. Huntz, Jr., Dan J. Lautenbach, and Thomas E. Noonan.

 

		Number of Votes
		For		Against		Abstained		Broker Non- Votes
2. Non-binding resolution to approve the compensation of the Company’s named executive officers.		66,901,072		1,110,556		27,761		3,723,858
3. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014.		69,469,028		2,282,615		11,604		0
4. Amendment to the Articles of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000.		68,111,505		3,627,065		24,677		0

 

1

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All three of the proposals set forth above passed.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits.

 

3.1		Articles of Amendment to the Articles of Incorporation dated May 15, 2014.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

Dated: May 21, 2014

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EXHIBIT INDEX

 

Exhibit No.		Description
3.1		Articles of Amendment to the Articles of Incorporation dated May 15, 2014.

Exhibit 3.1

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

MANHATTAN ASSOCIATES, INC.

Pursuant to the provisions of Section 14-2-1006 of the Georgia Business Corporation Code (the “Code”), the undersigned, Manhattan Associates, Inc., a Georgia corporation (the “Corporation”), delivers these Articles of Amendment to its Articles of Incorporation to the Secretary of State of Georgia for filing.

1. The name of the Corporation is Manhattan Associates, Inc.

2. The Articles of Incorporation are amended by deleting Article Two in its entirety and inserting in lieu thereof the following:

“Article Two

The Corporation shall have authority, exercisable by its Board of Directors, to issue up to 200,000,000 shares of common stock, $.01 par value per share (“Common Stock”), and 20,000,000 shares of preferred stock, no par value per share (“Preferred Stock”), any part or all of which shares of Preferred Stock may be established and designated from time to time by the Board of Directors, in such series and with such preferences, limitations and relative rights as may be determined by the Board of Directors.”

3. The adoption of the foregoing amendment was duly recommended by the Board of Directors of the Corporation to the shareholders of the Corporation in accordance with the provisions of Section 14-2-1003 of the Code on January 30, 2014.

4. The foregoing amendment was duly approved and adopted by the shareholders of the Corporation in accordance with the provisions of Section 14-2-1003 of the Code on May 15, 2014.

5. The foregoing amendment shall become effective upon filing with the Secretary of State of Georgia.

(Remainder of Page Left Blank, Signature Page Follows)

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IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment to the Articles of Incorporation of Manhattan Associates, Inc. this 15th day of May, 2014.