United States

Securities And Exchange Commission

Washington, DC 20549

______________

FORM 8-K

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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 14, 2020

Manhattan Associates, Inc.

(Exact Name of Registrant as Specified in Its Charter)

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:

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.    ☐

Approval of Manhattan Associates, Inc. 2020 Equity Incentive Plan

On March 25, 2020, the Board of Directors of Manhattan Associates, Inc., a Georgia corporation (the “Company”), adopted the Manhattan Associates, Inc. 2020 Equity Incentive Plan (the “Plan”), subject to shareholder approval.  The shareholders of the Company approved the Plan at the Company’s 2020 Annual Meeting of Shareholders on May 14, 2020 (the “Annual Meeting”). The Company included a description of the material terms of the Plan in its Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 30, 2020 (the “Proxy Statement”) and incorporates it by reference. The descriptions of the Plan contained in this document and in the Proxy Statement are qualified in their entirety by reference to the full text of the Plan, which is attached as Annex A to the Proxy Statement and incorporated by reference as Exhibit 10.1.

1

On Thursday, May 14, 2020, the Company held the Annual Meeting in Atlanta, Georgia. As of the record date, March 20, 2020, there were 63,533,428 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 59,634,825 shares, representing approximately 93.86% 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, or against, and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below:

The nominees for Class I Directors were elected, and each received the affirmative vote of a majority of the votes cast.

The Company’s shareholders approved proposal 2 set forth above.

The Company’s shareholders approved proposal 3 set forth above.

2

The Company’s shareholders approved proposal 4 set forth above.

3

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.

Manhattan Associates, Inc.

Dated:  May 18, 2020

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