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8-K
0001056696false00010566962023-05-112023-05-11

 

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

Date of Report (Date of earliest event reported): May 11, 2023

 

 

MANHATTAN ASSOCIATES, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Georgia

0-23999

58-2373424

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

2300 Windy Ridge Parkway

Tenth Floor

 

Atlanta, Georgia

 

30339

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 770 955-7070

 

 

(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))

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


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common stock

 

MANH

 

NASDAQ Global Select Market

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 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

On Thursday, May 11, 2023, Manhattan Associates, Inc., a Georgia corporation (the “Company”), held the Company’s 2023 Annual Meeting of Shareholders (the “Annual Meeting”) in Atlanta, Georgia. As of the record date, March 17, 2023, there were 62,045,670 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 59,156,172 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, 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

Against

Abstained

Broker Non-Votes

1. Election of Class I Directors

 

 

 

 

 

Eddie Capel

2026

54,913,931

2,275,787

65,527

1,900,927

Charles E. Moran

2026

46,616,262

10,569,806

69,177

1,900,927

 

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

 

 

Number of Votes

 

 

 

For

 

 

Against

 

 

Abstained

Broker Non-Votes

2. Non-binding resolution to approve the compensation of the Company’s named executive officers.

54,979,079

2,210,244

65,922

1,900,927

 

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

 

Number of Votes

 

 

1 Year

 

2 Years

 

3 Years

Abstain

3. Non-binding resolution to determine the frequency of future advisory votes to approve the compensation of the Company’s named executive officers.

56,180,625

6,017

1,003,737

64,866

 

The Company’s shareholders recommended a frequency of every 1 year for proposal 3 set forth above. Consistent with the results of the shareholder advisory vote on proposal 3, the Company's Board of Directors has determined that the Company will hold future shareholder advisory votes on executive compensation on an annual basis until the next shareholder advisory vote on the frequency of such advisory votes.

 

Number of Votes

 

 

 

For

 

 

Against

 

 

Abstained

Broker Non-Votes

4. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

57,435,463

1,655,497

65,212

0

 

 

 

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

2

 

 

 

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 thereunto duly authorized.

 

 

 

Manhattan Associates, Inc.

 

 

 

 

Date:

May 11, 2023

By:

/s/ Bruce S. Richards

 

 

 

Senior Vice President, Chief Legal Officer and Secretary