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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.     )

Filed by the Registrant  x                              Filed by a Party other than the Registrant  ¨
Check the appropriate box:

¨	 	Preliminary Proxy Statement	
 	 	
¨	 	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))	
 	 	
x	 	Definitive Proxy Statement	
 	 	
¨	 	Definitive Additional Materials	
 	 	
¨	 	Soliciting Material Pursuant to §240.14a-12	
MANHATTAN ASSOCIATES, INC.
(Name of Registrant as Specified In Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

x	 	No fee required.	
 	 	
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 	 	(3)	 	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

     	
 	 	(4)	 	Proposed maximum aggregate value of transaction:

     	
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¨	 	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.	
 	 	 	
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MANHATTAN ASSOCIATES, INC.
2300 Windy Ridge Parkway, Tenth Floor
Atlanta, Georgia 30339
(770) 955-7070
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 16, 2013
NOTICE IS HEREBY GIVEN that the 2013 Annual Meeting of Shareholders of Manhattan Associates, Inc. (the “Company”) will be held at 2300 Windy Ridge Parkway, Atlanta, Georgia 30339, at 9:00 a.m., Atlanta, Georgia time, on Thursday, May 16, 2013 (the “Annual Meeting”), to consider and act upon:
 
 	1.	the election of three Class III Directors to the Company’s Board of Directors;	
 
 	2.	a non-binding resolution to approve the compensation of the Company’s named executive officers;	
 
 	3.	a proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013; and	
 
 	4.	such other business as may properly come before the Annual Meeting or any adjournment thereof.	
The Board of Directors has fixed the close of business on March 29, 2013, as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting.
By Order of the Board of Directors,

Bruce S. Richards
Senior Vice President, Chief Legal Officer and Secretary
April 12, 2013
Atlanta, Georgia
IMPORTANT
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE SUBMIT YOUR VOTE THROUGH THE INTERNET OR BY TELEPHONE, OR MARK, DATE, AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENVELOPE PROVIDED. NO POSTAGE IS REQUIRED FOR MAILING IN THE UNITED STATES. IF YOU ARE ABLE TO ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 16, 2013:
The proxy statement and annual report to shareholders are available at http://www.manh.com/proxy13

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Notice of Annual Meeting of Shareholders	  	 	1	  	
 	 	
Information Concerning Solicitation and Voting	  	 	3	  	
 	 	
Security Ownership of Certain Beneficial Owners and Management	  	 	4	  	
 	 	
Proposal 1	  	 	 	 	
Election of Class III Directors	  	 	5	  	
 	 	
Compensation Discussion and Analysis	  	 	12	  	
 	 	
Executive Compensation	  	 	21	  	
 	 	
Compensation Committee Interlocks and Insider Participation	  	 	25	  	
 	 	
Section 16(A) Beneficial Ownership Reporting Compliance	  	 	25	  	
 	 	
Compensation Committee Report on Executive Compensation	  	 	26	  	
 	 	
Policy on Related Party Transactions	  	 	26	  	
 	 	
Audit Committee Report	  	 	26	  	
 	 	
Proposal 2	  	 	 	 	
Resolution to Approve Executive Compensation	  	 	27	  	
 	 	
Proposal 3	  	 	 	 	
Ratification of Appointment of Independent Registered Public Accounting Firm	  	 	29	  	
 	 	
Shareholder Proposals	  	 	30	  	
 	 	
Communication with Directors	  	 	30	  	
 	 	
Form 10-K Exhibits	  	 	30	  	
 	 	
Other Matters	  	 	30	  	

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MANHATTAN ASSOCIATES, INC.
2300 WINDY RIDGE PARKWAY, TENTH FLOOR
ATLANTA, GEORGIA 30339

PROXY STATEMENT

ANNUAL MEETINGOF SHAREHOLDERS
TO BE HELD MAY 16, 2013

INFORMATION CONCERNING SOLICITATION AND VOTING
Shareholders Meeting
This Proxy Statement and the enclosed proxy card (“Proxy”) are furnished on behalf of the Board of Directors of Manhattan Associates, Inc., a Georgia corporation (the “Company,” “our” or “we”), to solicit proxies for use at the Annual Meeting of Shareholders to be held on Thursday, May 16, 2013, at 9:00 a.m., Atlanta, Georgia time (the “Annual Meeting”), or at any adjournment or postponement of the meeting, for the purposes set forth in this statement and in the accompanying Notice of Annual Meeting. The Annual Meeting will be held at 2300 Windy Ridge Parkway, Atlanta, Georgia 30339. The Company intends to mail this Proxy Statement and the accompanying Proxy on or about April 12, 2013, to all shareholders entitled to vote at the Annual Meeting.
Shareholders Entitled to Vote; Quorum
Only holders of record of the Company’s $.01 par value per share common stock (the “Common Stock”) at the close of business on March 29, 2013 (the “Record Date”), will be entitled to notice of and to vote at the Annual Meeting. At the close of business on the Record Date, the Company had outstanding and entitled to vote 19,471,417 shares of Common Stock. Each holder of record of Common Stock on that date will be entitled to one vote for each share held on all matters to be voted on at the Annual Meeting. Any shareholder who signs and returns a Proxy has the power to revoke it at any time before it is voted at the Annual Meeting by providing written notice of revocation to the Secretary of the Company, by filing with the Secretary of the Company a Proxy bearing a later date, or by voting through the Internet or by telephone or in person at the Annual Meeting.
The holders of a majority of the total shares of Common Stock outstanding on the Record Date, whether present at the Annual Meeting in person, voting through the Internet or telephone, or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and “broker non-votes” both will be counted toward fulfillment of quorum requirements. Broker non-votes occur on a matter up for vote when a broker, bank, or other custodian or nominee is not permitted to vote on that particular matter without instructions from the beneficial owners of the shares, the owner does not give those instructions, and the broker or other nominee indicates on its Proxy, or otherwise notifies us, that it does not have authority to vote its shares on that matter. Whether a broker has authority to vote its shares on uninstructed matters is determined by stock exchange rules.
Counting of Votes
The purpose of the Annual Meeting is to consider and act upon the matters that are listed in the accompanying Notice of Annual Meeting and set forth in this Proxy Statement. The enclosed Proxy and other voting methods described in the Proxy provide a means for a shareholder to vote upon each of the matters listed in the accompanying Notice of Annual Meeting and described in the Proxy Statement, including a means for a shareholder to vote for the nominees for Director listed in the Notice or to withhold authority to vote for those nominees. The Company’s Bylaws provide that Directors are elected by a plurality of the votes cast; i.e., the nominees who receive the most votes for the available Director positions will be elected as Directors.
 
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The accompanying Proxy and other voting methods described in the Proxy also provide a means for a shareholder to vote for or against, or abstain from voting on, the other matters to be acted on at the Annual Meeting. Shares represented by each Proxy will be voted in accordance with the shareholder’s directions. Assuming a quorum is present, approval of the non-binding resolution to approve the compensation of the Company’s named executive officers, ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013, and approval of any other matters as may properly come before the meeting, requires that the votes cast in favor of each matter exceed the votes cast against that matter. Neither abstentions nor broker non-votes are considered “votes cast,” and therefore neither will have an effect on the results of the vote with respect to the election of three Class III Directors to the Company’s Board of Directors, approval of the non-binding resolution to approve the executive compensation of the Company’s executive officers, and ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013.
Proxies
When the enclosed Proxy is properly signed and returned, or submitted via Internet or telephone as described on the Proxy, the shares that it represents will be voted at the Annual Meeting in accordance with the instructions noted on it. In the absence of instructions, the shares represented by a signed Proxy will be voted in favor of the nominees for election to the Board of Directors, the non-binding resolution to approve the compensation of the Company’s named executive officers, and ratification of the appointment of our independent registered public accounting firm.
Proxy Solicitation Costs
The Company will bear the entire cost of soliciting proxies to be voted at the Annual Meeting, including the preparation, printing, and mailing of proxy materials. In addition to the solicitation of proxies by mail, solicitation may be made by certain Directors, officers, and other employees of the Company by personal interview, telephone, email, or facsimile. No additional compensation will be paid to those persons for that solicitation. We have engaged The Proxy Advisory Group, LLC ® , to assist in the solicitation of proxies and provide related advice and informational support, for a services fee and the reimbursement of customary disbursements that are not expected to exceed $12,000 in the aggregate. The Company will reimburse brokers, banks, and other nominees for their reasonable out-of-pocket expenses for forwarding the proxy materials to their customers who are beneficial owners.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the amount and percent of shares of Common Stock that, as of the Record Date, unless a different date is noted below, are deemed under the rules of the Securities and Exchange Commission (the “SEC” or “Commission”) to be “beneficially owned” by (i) each member of the Board of Directors of the Company and each nominee to become a member of the Board of Directors, (ii) the Chief Executive Officer, the Chief Financial Officer, and the next three most highly compensated executive officers (referred to herein as the “named executive officers”), (iii) all Directors and executive officers of the Company as a group, and (iv) any person or “group” (as that term is used in the Securities Act of 1934, as amended) known to the Company as of that date to be a “beneficial owner” of more than 5% of the outstanding shares of Common Stock.

 	  	Common Stock
Beneficially Owned  (1)	 	
Name of Beneficial Owner	  	Number of
Shares of
Common Stock	 	  	Percentage
of Class	 	
Eddie Capel	  	 	16,510	  	  	 	*	  	
Brian J. Cassidy(2) (10)	  	 	112,749	  	  	 	*	  	
John J. Huntz, Jr.(10)	  	 	18,187	  	  	 	*	  	
Dan J. Lautenbach(10)	  	 	18,802	  	  	 	*	  	
Jeffrey S. Mitchell	  	 	16,657	  	  	 	*	  	
Thomas E. Noonan(3) (10)	  	 	32,749	  	  	 	*	  	
Deepak Raghavan(10)	  	 	3,539	  	  	 	*	  	
Bruce S. Richards	  	 	8,283	  	  	 	*	  	
Peter F. Sinisgalli(4)	  	 	40,670	  	  	 	*	  	
Dennis B. Story	  	 	3,663	  	  	 	*	  	
Brown Capital Management, Inc.(5)	  	 	2,007,042	  	  	 	10.31	% 	
Black Rock, Inc.(6)	  	 	1,542,872	  	  	 	7.92	% 	
Invesco Ltd.(7)	  	 	1,066,520	  	  	 	5.48	% 	
The Vanguard Group, Inc.(8)	  	 	1,372,972	  	  	 	7.05	% 	
All executive officers and directors as a group (10 persons)(9)	  	 	271,809	  	  	 	1.39	% 	
 
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*	Less than 1% of the outstanding Common Stock.	
(1)	For purposes of calculating the percentage beneficially owned, the number of shares of Common Stock deemed outstanding include (i) 19,471,417 shares outstanding as of the Record Date, (ii) shares issuable by the Company pursuant to options held by the respective person or group that may be exercised within 60 days following the Record Date (“Presently Exercisable Options”), and (iii) restricted stock units granted by the Company, which units convert to Company Common Stock upon vesting, held by the respective person or group that may be vested within 60 days following the Record Date (“Current RSUs”). Presently Exercisable Options and Current RSUs are considered to be outstanding and to be beneficially owned by the person or group holding such options for the purpose of computing the percentage ownership of such person or group but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group. Unless otherwise noted, the address for each beneficial owner is the Company’s corporate headquarters located at 2300 Windy Ridge Parkway, Tenth Floor, Atlanta, Georgia 30339.	
(2) 	Includes 87,500 shares issuable pursuant to Presently Exercisable Options.	
(3)	Includes 7,500 shares issuable pursuant to Presently Exercisable Options.	
(4) 	Includes 3,750 shares issuable pursuant to Presently Exercisable Options.	
(5) 	Based on a Schedule 13G/A filed with the Commission on February 14, 2013 filed by Brown Capital Management, LLC. Includes 1,043,760 shares beneficially owned by The Brown Capital Management Small Company Fund, a registered investment company, which is managed by Brown Capital Management, LLC. All of the shares of Common Stock are owned by various investment advisory clients of Brown Capital Management, LLC, which is deemed to be a beneficial owner of those shares pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, due to it discretionary power to make investment decisions over such shares for its clients and/or its ability to vote such shares. In all cases, persons other than Brown Capital Management, LLC have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the shares. No individual client holds more than five percent of the class, other than the Brown Capital Management Small Company Fund as disclosed herein. The address of Brown Capital Management, LLC. is 1201 N. Calvert Street, Baltimore, MD 21202.	
(6) 	Based on a Schedule 13G/A filed with the Commission on February 7, 2013 filed by BlackRock, Inc. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Common Stock of the Company. No one person’s interest in the Common Stock of the Company is more than five percent of the total outstanding common shares. The address of BlackRock, Inc. is 40 East 52nd Street, New York, NY 10022.	
(7) 	Based on a Schedule 13G filed with the Commission on February 12, 2013 by Invesco Ltd. (“Invesco”). Invesco Advisers Inc. and Invesco PowerShares Capital Management are subsidiaries and investment advisers of Invesco and hold shares of Common Stock of the Company. The address of Invesco is 1555 Peachtree Street NE, Atlanta, GA 30309.	
(8) 	Based on a Schedule 13G/A filed with the Commission on February 12, 2013 filed by The Vanguard Group, Inc. pursuant to Rule 13d-1. Vanguard Fiduciary Trust Company (“VFTC”), a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 27,526 shares of the common stock of the Company as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd. (“VIA”), a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 700 shares of the Common Stock of the Company as a result of its serving as investment manager of Australian investment offerings. The address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.	
(9) 	Includes 17,695 Current RSUs and 98,750 shares issuable pursuant to Presently Exercisable Options.	
(10) 	Includes 3,539 Current RSUs.	
PROPOSAL 1
ELECTION OF CLASS III DIRECTORS
Introduction
At the Annual Meeting, three Directors are to be elected for the term described below. The Board of Directors is divided into three classes. The term of each Director is three years, and the terms of the Directors in each of the respective classes are staggered vis-à-vis the terms of the Directors in the other two classes. The Board is currently comprised of two Class I Directors (Messrs. Cassidy and Capel), two Class II Directors (Messrs. Raghavan and Sinisgalli), and three Class III Directors (Messrs. Huntz, Lautenbach, and Noonan). Mr. Capel joined the Board of Directors on July 24, 2012. At each Annual Meeting of Shareholders, a class of Directors will be elected for a three year term to succeed the Directors of the same class whose terms are then expiring. The terms of the Class I Directors, Class II Directors, and Class III Directors will expire upon the election and qualification of successor Directors at the 2014, 2015, and 2016 Annual Meeting of Shareholders, respectively. There are no family relationships among any of the Directors or Director nominees of the Company.
 
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Shares represented by executed Proxies will be voted, if authority to do so is not withheld, for the election of the nominees named below. If the nominees are unavailable for election as a result of an unexpected occurrence, those shares will be voted for the election of that substitute nominees as the Board of Directors may select. The people nominated for election have agreed to serve if elected, and management has no reason to believe that those nominees will be unable to serve.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NAMED NOMINEES.
Nominees
Nominees to Serve as Class III Director (Term Expires in 2016)
John J. Huntz, Jr., age 62, has served as Chairman of our Board of Directors since April 2003 and has served as a member of our Board of Directors since January 1999. Mr. Huntz also serves as the Executive Director, Head of Venture Capital and President of Arcapita, Inc., a leading international investment firm. Mr. Huntz has more than 30 years of private equity, venture capital, and operational experience. Prior to joining Arcapita, Mr. Huntz worked from March 1994 through 2005 at the Fuqua companies, most recently as Managing Director of Fuqua Ventures. Mr. Huntz also served as Executive Vice President and Chief Operating Officer of Fuqua Enterprises, Inc., a public company. Mr. Huntz’ prior experience includes, from September 1989 to January 1994, serving as Managing Partner of Noble Ventures International, a private equity firm. From 1984 to 1989, Mr. Huntz provided financial and investment management as Director of Capital Resources for Arthur Young & Company, and from 1979 until 1984, he was an investment professional at Harrison Capital, a private equity investment subsidiary of Texaco. Mr. Huntz has served as a member of the Board of Directors of the National Venture Capital Association and the Securities and Exchange Commission’s Small Business Capital Formation Task Force Executive Committee, and founded and leads the Southern Capital Forum. Mr. Huntz serves as the Chairman of the Board of CardioMEMS, Inc. In addition, he is an Advisory Board member of the Metro Atlanta Chamber of Commerce, a Board member and past Chairman of the Georgia Logistics Innovation Council, a member of the Commission for a New Georgia, a member of the Advisory Board of Imperial Innovations (Imperial College – London), a member of the Advisory Board of the MIT Enterprise Forum, and a member of the Board of Georgia Advanced Technology Ventures (Georgia Tech). He also is on the Board of the American Heart Association, is a Lifetime Trustee and past Chairman of the Atlanta Botanical Garden, and is past President of the Atlanta Chapter of the Association for Corporate Growth.
Mr. Huntz has over 30 years of both private and public company operating and leadership experience, and has served on numerous boards. In addition, he has extensive financial industry experience through his private equity and venture capital work. We believe Mr. Huntz’s extensive experience, his operational, leadership and finance expertise, and his business and community prominence make him well suited to be our Chairman. His financial expertise in particular also qualifies him eminently to chair our Audit Committee, and the Board has determined he is an “audit committee financial expert” as defined in SEC rules.
Dan J. Lautenbach, age 67, has served as a member of our Board of Directors since October 2007. He served as Chairman of Witness Systems, Inc., a provider of workforce optimization software and services, from December 2006, and as a director of that company from 2002, until it was acquired in May 2007. Since December 2001, Mr. Lautenbach has served as Chairman of DJL Consulting, a sales consulting organization. From May 2002 until March 2003, he served as the Executive Vice President, Worldwide Field Operations, for Centive Systems, Inc, an enterprise software incentive management system provider. From April 2001 to December 2001, he served as Senior Vice President of Global Sales and Operations for Vignette Corporation, a provider of content management software and services. Mr. Lautenbach was Vice President of Worldwide Software Sales for IBM and was General Manager for Software, Europe, Middle East, and Africa, from 1997 to 2001, and prior to that held various management positions with IBM.
 
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Mr. Lautenbach has a history of demonstrated leadership in the software industry, including as Chairman of the Board of a public software company and as an executive or other officer of other software companies of differing sizes, including business software companies. Within the industry, his experience ranges across executive management, sales and consulting roles, bringing valuable different perspectives to the Board.
Thomas E. Noonan, age 52, has served as a member of our Board of Directors since January 1999. Mr. Noonan is the President and Chief Executive Officer of JouleX, a leading innovator in network based enterprise energy management. From November 2006 until February 2008, Mr. Noonan served as the General Manager of IBM Internet Security Systems, a division of IBM providing information technology system security products and services. Mr. Noonan served as the President and member of the Board of Directors of Internet Security Systems, Inc., since May 1995, and as its Chief Executive Officer and Chairman from November 1996 until its acquisition by IBM in November 2006. Prior to joining Internet Security Systems, Mr. Noonan served as Vice President, Sales and Marketing with TSI International, Inc., an electronic commerce company, from October 1994 until April 1995. From November 1989 until October 1994, Mr. Noonan held high-level sales and marketing positions at Dun & Bradstreet Software, a developer of enterprise business software.
Mr. Noonan brings to the Company many years of experience in senior management in the software industry, including as co-founder, Chairman, President, and Chief Executive Officer of a public software company. We believe his entrepreneurial, executive management, and software industry experience is an indispensable resource to the Board. His past role as a Chairman, President, and Chief Executive Officer of a public software company also qualifies him well to chair our Compensation Committee, as we believe it gives him insight into the compensation dynamics of companies like Manhattan Associates. The Board has determined he is an “audit committee financial expert.”
Continuing Directors
The members of the Board of Directors continuing in office as Class I directors, elected to serve until the 2014 Annual Meeting, are as follows:
Brian J. Cassidy, age 67, has served as a member of our Board of Directors since May 1998. Mr. Cassidy was the co-founder of Webforia Inc., a developer and supplier of computer software applications, and served as Webforia’s Vice Chairman from April 1996 until February 2003. Prior to forming Webforia, Mr. Cassidy served as Vice President of Business Development of Saros Corporation, a developer of document management software, from January 1993 until March 1996. Prior to joining Saros Corporation, Mr. Cassidy was employed by Oracle Corporation as Joint Management Director of European Operations and served as a member of the Executive Management Board from 1983 until 1988 and as Worldwide Vice President of Business Development from 1988 until 1990.
Mr. Cassidy has over 30 years of experience in the software industry, much of it with business software companies. His experience includes organizations of different sizes, and he has served in co-founder, executive management, and development roles. Mr. Cassidy has also invested in, and assisted in the initial phase of, a number of software companies. We believe Mr. Cassidy’s extensive industry knowledge and different industry perspectives—whether as an entrepreneur with a new “start-up” organization or as a senior executive with a large, mature one—are beneficial for the Board.
Eddie Capel, age 51, has served as our President and Chief Executive Officer since January 1, 2013. In July 2012, the Board of Directors elected Mr. Capel to serve as a new member of the Board of Directors as a Class I director. Mr. Capel had been serving as our President and Chief Operating Officer since July 2012, and as our Executive Vice President and Chief Operating Officer since January 12, 2011. Previously, Mr. Capel served as our Executive Vice President—Global Operations from January 2009 to January 2011. In this capacity, Mr. Capel was responsible for the Company’s global product management, research and development, and customer support functions. From January 2008 through January 2009, Mr. Capel served as our Executive Vice President—Global Product Management and Customer Services. From January 2005 to January 2007, Mr. Capel served as our Senior Vice President—Global Product Management and Global Customer Services and from January 2004 through January 2005 as our Senior Vice President Product Management. Prior to January 2004, he held various other positions with the Company. Prior to joining Manhattan Associates in June 2000, Mr. Capel held various positions at Real Time Solutions (RTS), including chief operations officer and vice president, operations. He also served as director, operations, with Unarco Automation, an Industrial Automation/Robotics systems integrator. Prior to joining Unarco, Mr. Capel worked as a project manager and system designer for ABB Robotics in the United Kingdom.
 
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As our President and Chief Executive Officer, Mr. Capel provides essential insight and guidance to our Board of Directors from an insider perspective of the day-to-day operations of the Company. In addition, Mr. Capel brings many years of experience in the software industry to our Board of Directors.
The members of the Board of Directors continuing in office as a Class II Directors, elected to serve until the 2015 Annual Meeting, are as follows:
Deepak Raghavan, age 46, has served as a member of our Board of Directors since August 1998. Dr. Raghavan served as our Senior Vice President—Product Strategy from January 2001 until June 2002, as Senior Vice President and Chief Technology Officer from August 1998 until January 2001, and as Chief Technology Officer from our inception in October 1990 until August 1998. From 1987 until 1990, Dr. Raghavan served as a Senior Software Engineer for Infosys Technologies Limited, a software development company, where he specialized in the design and implementation of information systems for the apparel manufacturing industry. Dr. Raghavan earned a Ph. D. degree in Astronomy from Georgia State University in 2009 and is currently an adjunct faculty member at Georgia State University.
Dr. Raghavan has been an officer of the Company or member of our Board of Directors since its inception and during that time has helped guide the Company through its transformation from a small private software and services company to a growing public company. With over 20 years of experience at the Company, Dr. Raghavan brings deep institutional knowledge and perspective to our Board of Directors regarding our strengths, challenges, and opportunities, as well as long experience with our industry.
Peter F. Sinisgalli, age 57, has served as a member of our Board of Directors since July 2004. Mr. Sinisgalli served as our President from July 2004 until July 2012, and as our Chief Executive Officer from July 2004 to December 31, 2012. Mr. Sinisgalli joined the Company in March 2004 as President and Chief Operating Officer, and assumed the role of Chief Executive Officer in July 2004. From April 2003 until February 2004, Mr. Sinisgalli served as President and Chief Executive Officer of NewRoads, Inc., a provider of outsourced solutions for fulfillment and customer care to companies engaged in one-to-one direct commerce. From November 1996 until January 2003, Mr. Sinisgalli served as President and Chief Operating Officer of CheckFree Corporation. Mr. Sinisgalli also served on the Board of Directors of Witness Systems, Inc., from July 2000 to May 2007.
Mr. Sinisgalli was an executive officer of the Company for over eight years, and has been a member of our Board of Directors since 2004. Mr. Sinisgalli has been an outstanding leader with a proven track record, and he provides essential insight and guidance to our Board of Directors. In addition, Mr. Sinisgalli’s experience in senior management positions at various other companies brings beneficial leadership and operational experience to our Board of Directors.
Board of Directors Meetings and Committees
The Board of Directors currently consists of seven members, all of whom, with the exception of Mr. Capel, our President and Chief Executive Officer, and Mr. Sinisgalli, our former President and Chief Executive Officer, have been determined by the Board of Directors to be “independent” as that term is defined under the corporate governance rules of The Nasdaq Stock Market. In making these independence determinations, the Board of Directors considered the following immaterial relationship: the firm of which Mr. Huntz is Executive Director owns one of the Company’s customers from which the Company derives an immaterial amount of revenue. In compliance with Nasdaq corporate governance rules, the independent directors of the Company conduct regularly scheduled meetings without the presence of non-independent Directors or management. The Board’s standing independent committees also regularly meet without management present. During the fiscal year ended December 31, 2012, the Board of Directors held five meetings. All of the incumbent directors attended at least 75% of the aggregate total number of meetings of the Board of Directors and meetings of Committees of the Board of Directors on which they served that occurred during the portion of fiscal year 2012 during which each served as a Director. Our Directors are invited to the Annual Meeting of Shareholders, and two Directors attended our 2012 Annual Meeting.
 
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Director Compensation
During 2012, the non-employee Chairman of the Board of Directors received an annual retainer of $150,000, payable in monthly installments on the first business day of each month. The other non-employee members of the Board of Directors received an annual retainer of $50,000 payable in quarterly installments on the first business day of each quarter. In addition to the foregoing retainers, the Chairman of each of the Audit Committee and the Compensation Committee received an annual retainer of $20,000, and the Chairman of the Nomination and Governance Committee received an annual retainer of $10,000. Each member of a Committee who is not the Committee Chairman received an additional retainer for service on that Committee, with those retainers being $10,000, $7,500, and $5,000 for the Audit, Compensation, and Nomination and Governance Committees, respectively. On the date of the Company’s 2012 Annual Meeting, each non-employee Director was awarded 3,539 restricted stock units (“RSUs”), which vest on the earlier of the first anniversary of the date of grant or the next Annual Meeting of Shareholders of the Company, provided that the Director remains in continuous service on the Board through such date. Upon vesting, each unit will be replaced by one share of Common Stock.
Subsequent to year end, on March 28, 2013, the Board of Directors, upon the recommendation of the Compensation Committee, approved a grant of RSUs with a value, based on the closing price of the Company’s Common Stock on the date immediately prior to the grant, equal to $206,550 to Mr. Brian J. Cassidy, an independent member of the Board of Directors for nearly 15 years. These RSUs were granted in lieu of gain of equal value Mr. Cassidy would have experienced upon the exercise of certain of his vested, in-the-money stock options that expired unexercised due to the director’s administrative error. These RSUs will vest on the first anniversary of the grant date.
The following table sets forth, for the year ended December 31, 2012, the total compensation earned for our non-employee members of the Board of Directors.

Director Compensation	 	
Name (1)	  	Fees Earned or
Paid In Cash	 	  	Stock Awards  (2)	 	  	Total	 	
John J. Huntz, Jr.	  	$	 182,500	  	  	$	169,023	  	  	$	351,523	  	
Brian J. Cassidy	  	 	62,500	  	  	 	169,023	  	  	 	231,523	  	
Dan J. Lautenbach	  	 	60,000	  	  	 	169,023	  	  	 	229,023	  	
Thomas E. Noonan	  	 	80,000	  	  	 	169,023	  	  	 	249,023	  	
Deepak Raghavan	  	 	60,000	  	  	 	169,023	  	  	 	229,023	  	
 
(1)	We report amounts paid to Messrs. Sinisgalli and Capel, our employee directors during 2012, in the Summary Compensation Table below.	
(2)	This column represents the aggregate grant date fair value for restricted stock units granted in 2012 in accordance with the stock compensation topic in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (the “Codification”). These award fair values have been determined based on the closing price of the Company’s stock on the date of grant.	
The following table summarizes the equity awards we have made to our Board of Directors that are outstanding as of December 31, 2012.

Non-Management Director Outstanding Stock Awards as of December 31, 2012	 	
Name	  	Number of Shares of Unvested
Restricted Stock Units	 	  	Number of Shares Underlying
Unexercised Stock Options	 	
John J. Huntz, Jr.	  	 	3,539	  	  	 	—  	  	
Brian J. Cassidy	  	 	3,539	  	  	 	102,500	  	
Dan J. Lautenbach	  	 	3,539	  	  	 	—  	  	
Thomas E. Noonan	  	 	3,539	  	  	 	22,500	  	
Deepak Raghavan	  	 	3,539	  	  	 	—  	  	
 
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Board of Directors Committees
The Board of Directors has established three permanent committees that have certain responsibilities for our governance and management. They include the Audit Committee, Compensation Committee, and Nomination and Governance Committee. The Board has adopted charters for the Audit Committee, Compensation Committee, and Nomination and Governance Committee, which can be found in the Investor Relations section of our web site at  www.manh.com .
Audit Committee. During 2012, the Audit Committee consisted of Messrs. Huntz, Lautenbach, and Noonan. Mr. Huntz serves as Chairman of the Audit Committee. The Board of Directors has determined that each member of the Audit Committee meets the independence and experience requirements applicable to members of the Audit Committee of a Nasdaq-traded company, as well as the Audit Committee independence standards established by the SEC. Further, the Board has determined that Messrs. Huntz and Noonan are “audit committee financial experts,” as defined by the rules of the SEC. Among other responsibilities, the Audit Committee recommends to the Board the selection and discharge of our independent registered public accounting firm, reviews the scope of the audit to be conducted by them, as well as the results of their audit, and reviews our internal controls and financial statements. The Audit Committee also reviews and discusses with management and our independent registered public accounting firm major financial risk exposure and steps management has taken to monitor and control such exposure. During the fiscal year ended December 31, 2012, the Audit Committee met five times.
Compensation Committee. During 2012, the Compensation Committee consisted of Messrs. Noonan, Cassidy, and Huntz. Mr. Noonan serves as Chairman of the Compensation Committee. The Board of Directors has determined that all members of the Compensation Committee meet the independence requirements of the Nasdaq corporate governance rules. The Compensation Committee approves the compensation of all of our executive officers, including the Chief Executive Officer, reviews compensation plans of all directors, officers, and other key executives, and makes recommendations concerning these matters to the Board of Directors. The Compensation Committee also administers our equity incentive programs and establishes the terms and conditions of all stock, stock options, and stock units granted under these plans. During the fiscal year ended December 31, 2012, the Compensation Committee met five times.
Nomination and Governance Committee. During 2012, the Nomination and Governance Committee (the “Nomination Committee”) consisted of Messrs. Raghavan, Cassidy, and Huntz. Mr. Raghavan serves as Chairman of the Nomination Committee. The Board of Directors has determined that all members of the Nomination Committee meet the independence requirements of the Nasdaq corporate governance rules. The Nomination Committee is appointed by the Board of Directors to identify and assist in recruiting outstanding individuals who qualify to serve as Board members and to recommend to the Board a slate of Director nominees for election by our shareholders at each annual meeting of our shareholders in accordance with our Articles of Incorporation, Bylaws, and Georgia law; to recommend Directors for appointment to each Board Committee; and to review the performance of the Board and its Committees and make appropriate recommendations. During the fiscal year ended December 31, 2012, the Nomination Committee met four times.
In accordance with the provisions of our Bylaws, shareholders may directly nominate prospective Director candidates by delivering to our Corporate Secretary certain information about the nominee not less than 60 days prior to the meeting as originally scheduled, or if less than 70 days notice or prior public disclosure of the date of the scheduled meeting is given or made, delivery of notice to the Company not later than the tenth day following the earlier of the day on which notice of the date of the meeting is mailed to shareholders or public disclosure of the date of that meeting is made. The Nomination Committee has not adopted a formal policy with regard to consideration of any director candidate nominated by shareholders for inclusion in the Board’s slate. The Nomination Committee believes that such a policy is not necessary or appropriate because of the shareholders’ ability to directly nominate Director candidates for the Board.
In identifying qualified individuals to become members of the Board of Directors, the Nomination Committee selects candidates whose attributes it believes would be most beneficial to the Company. The Nomination Committee evaluates each individual’s experience, integrity, competence, diversity (including occupational, geographic, and age diversity), skills, and dedication in the context of the needs of the Board of Directors. The Committee generally identifies Director nominees through the personal, business, and organizational contacts of existing Directors and management. However, the Committee may use a variety of sources to identify Director nominees, including third-party search firms, counsel, advisors, and shareholder recommendations. The composition of the current Board of Directors reflects diversity in business and professional experience and skills.
 
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Board Leadership Structure
Our Bylaws allow, but do not require, our Board of Directors to appoint an officer or a non-executive to the position of Chairman of our Board of Directors. Our Board of Directors has chosen to separate the positions of Chairman of the Board and Chief Executive Officer. Currently, John J. Huntz, Jr., a non-employee independent director, serves as Chairman of the Board and Eddie Capel serves as our President and Chief Executive Officer. We believe separating these positions allows our Chief Executive Officer to focus on our day-to-day business, while allowing the Chairman of the Board to lead our Board of Directors in its fundamental role of providing advice to and independent oversight of management. Our Board of Directors recognizes the time, effort, and energy that the Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our Chairman, particularly as our Board’s oversight responsibilities continue to grow. Although we do not have a policy mandating the separation of the roles of Chairman and Chief Executive Officer, our Board of Directors believes that having separate positions and having an independent outside Director serve as Chairman currently is the appropriate leadership structure for Manhattan Associates.
Code of Ethics
Our Board of Directors has adopted a Code of Business Conduct and Ethics that is applicable to all members of our Board of Directors, our executive officers, and our employees. We have posted the Code of Business Conduct and Ethics policy in the Investor Relations section of our web site at  www.manh.com . If, in the future, we amend, modify, or waive a provision in the Code of Business Conduct and Ethics, we may, rather than file a Form 8-K, satisfy the disclosure requirement under Item 5.05 of Form 8-K by posting such information on our web site as necessary.
Risk Management
While we believe that risk management is the responsibility of every employee, senior management is ultimately accountable to our Board of Directors and shareholders for risk management. Senior management is responsible for the day-to-day management of risks we face, while our Board of Directors, as a whole and through its Committees, oversees planning and responding to risks arising from changing business conditions or the initiation of new activities or products. Our Board of Directors also is responsible for overseeing compliance with laws and regulations, responding to recommendations from auditors and supervisory authorities, and overseeing management’s conformance with internal policies and controls addressing the operations and risks of significant activities.
Our Board of Directors believes that full and open communication between management and our Board of Directors is essential for effective risk management and oversight. Our Board of Directors receives regular reports from members of senior management on areas of material risk to Manhattan Associates, including operational, financial, legal and regulatory, strategic, competitive, and reputational risks. Additionally, senior management is available to address any questions or concerns raised by our Board of Directors on risk management-related and any other matters.
While our Board of Directors is ultimately responsible for risk oversight at Manhattan Associates, our three Board Committees assist our Board of Directors in fulfilling its oversight responsibilities in certain areas of risk. The Audit Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls, and compliance with legal and regulatory requirements, and discusses policies with respect to risk assessment and risk management. The Nomination Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to the management of risks associated with Board organization, membership and structure, succession planning for our directors and executive officers, and corporate governance. The Compensation Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs.
In keeping with its responsibilities, the Compensation Committee has evaluated potential risks arising from the Company’s compensation policies and practices, and concluded that any such risks are not likely to have a material adverse effect on the Company. Among other possible risks, the Compensation Committee considered risks related to the consolidated and license revenue components of its incentive plans. In reaching its conclusion, the Compensation Committee reviewed and considered various factors, including the following:
 
 	•	 	For many participants, there are both short-term (annual) cash and long-term equity incentives;	
 
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 	•	 	Short-term incentives and long-term performance-based incentives use adjusted earnings per share as a performance objective in addition to revenues, have multiple earning opportunity levels, and are capped;	
 
 	•	 	Long-term equity incentives include both performance-based and service-based awards; and	
 
 	•	 	The Compensation Committee reviews and approves performance goals and reviews results before incentives are paid.	
Executive Officers
In addition to Peter F. Sinisgalli and Eddie Capel, the following individuals served as our executive officers as of December 31, 2012:
Dennis B. Story, age 49, has served as our Executive Vice President, Chief Financial Officer, and Treasurer since January 12, 2011. Previously, Mr. Story served as our Senior Vice President, Chief Financial Officer, and Treasurer from joining the Company in March 2006 through January 2011. From February 2006 until he joined the Company, Mr. Story served as the Senior Vice President of Finance for Fidelity National Information Services, Inc. Prior to that, Mr. Story was the Senior Vice President of Finance for Certegy Inc., a financial services company, from 2004 until its merger with Fidelity National Information Services, Inc., in February 2006. Prior to his association with Certegy, Mr. Story served as Chief Financial Officer of NewRoads Inc., a provider of outsourced solutions for fulfillment and customer care to companies engaged in one-to-one direct commerce, from September 2003 to September 2004, and Senior Vice President and Corporate Controller of credit reporting company Equifax Inc., from December 2000 until August 2003.
Jeffrey S. Mitchell, age 45, has served as our Executive Vice President, Americas Operations since January 2005. Previously, Mr. Mitchell served as our Executive Vice President—Americas Sales and Marketing from January 2004 to January 2005. From April 1997 to January 2004, Mr. Mitchell held various sales management roles with the Company. From April 1995 until April 1997, Mr. Mitchell was a sales representative for The Summit Group, now a part of CIBER Enterprise Solutions, a provider of supply chain and ERP services. From May 1991 until April 1995, Mr. Mitchell served in various aspects of account management in the employer services division of Automatic Data Processing, Inc., providing outsourced payroll and human resources solutions.
Bruce S. Richards, age 58, has served as our Senior Vice President, Chief Legal Officer, and Secretary since August 2011. Prior to that, Mr. Richards was a partner in the Atlanta-based law firm Taylor English Duma LLP, where he practiced as a member of the firm’s corporate and business law department since 2005. In 2007, while at Taylor English Duma, Mr. Richards also served as interim general counsel for Witness Systems, Inc. Before joining Taylor English Duma, Mr. Richards served in various corporate legal positions, including serving as corporate vice president, general counsel and secretary of Certegy Inc., a financial services company, from 2001 through 2002, following Certegy’s spinoff from Equifax Inc., corporate vice president and general counsel of credit reporting company Equifax Inc., from 1996 through 2000, and vice president and general counsel of financial services company Telecredit, Inc., from 1989 through 1990, prior to its sale to Equifax.
COMPENSATION DISCUSSION AND ANALYSIS
Executive Summary
The Company delivered solid results in 2012 as evidenced by the following 2012 performance highlights:
 
 	•	 	Total revenues increased 14%	
 
 	•	 	Adjusted and GAAP Diluted EPS each increased 22%	
 
 	•	 	Stock price increased 49% (from December 31, 2011 to December 31, 2012)	
 
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These strong performance results are reflected in our executive compensation payouts for 2012, as evidenced by the following executive compensation highlights:
 
 	•	 	Executive bonuses for 2012 performance were earned at 100% of target	
 
 	•	 	Restricted stock grants tied to 2012 performance were earned at 100% of target	
 
 	•	 	The value of outstanding equity awards and executive stock ownership increased commensurate with the increase in shareholder value	
Alignment between company performance and executive compensation is the cornerstone of our executive compensation philosophy and program design. We also believe that our overall governance of executive compensation is sound and reflects many best practices, including:
 
 	•	 	Separate CEO and Chairman of the Board	
 
 	•	 	Oversight by an active, engaged, and independent Compensation Committee	
 
 	•	 	Capped incentive opportunities to mitigate concerns regarding excessive risk-taking	
 
 	•	 	Equity plans that prohibit option re-pricing and cash buyouts without shareholder approval	
 
 	•	 	Double-trigger change-in-control benefits	
 
 	•	 	No excise tax gross-up provision	
 
 	•	 	Limited executive perquisites	
In approving compensation arrangements for 2013, the Compensation Committee considered the strong pay-for-performance results and governance practices highlighted above, as well as the fact that 99% of the shares that were voted on the 2012 “say on pay” vote (discussed below) were voted in favor of the Company’s executive compensation program.
The changes to the executive compensation program for 2013 approved by the Compensation Committee include the following:
 
 	•	 	Salaries, bonus opportunities, and long-term incentive grant values were increased modestly;	
 
 	•	 	For the short-term incentive plan and the performance-based portion of the long-term incentive plan, the maximum payout has been reduced from 200% to 150% of target, but, unlike the plans for 2012, payout in excess of 100% is not subject to Company license revenue exceeding a threshold; otherwise, the short-term and long-term plans for 2013 remain similar to those for 2012;	
 
 	•	 	A new compensation arrangement was entered into with our new CEO, Eddie Capel, in January 2013; and	
 
 	•	 	New forms of employment agreements were entered into with all of our named executive officers in March 2013.	
The remainder of the Compensation Discussion and Analysis provides the more detailed philosophy, process, considerations, and analysis involved in the determination of executive compensation.
Determining Executive Compensation
The Role of the Compensation Committee
The Compensation Committee is responsible for establishing compensation levels for the executive officers of the Company, including the annual bonus plan for executive officers, and for administering the Company’s Stock Incentive Plan. The Committee is currently comprised of three non-employee directors: Messrs. Noonan (Chairman), Cassidy, and Huntz. The Committee’s overall objective is to establish a compensation policy that will (i) attract, retain, and reward executives who will and do contribute to achieving the Company’s business objectives; (ii) motivate executives to obtain these objectives; and (iii) align the interests of executives with those of the Company’s long-term investors.
 
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The Role of Independent Consultants
The Compensation Committee has the authority to hire compensation consultants and other advisors it believes are necessary and appropriate to fulfill its principle duties. From 2008 to 2012, the Compensation Committee hired Pearl Meyer & Partners (PM&P) as its independent consultant. PM&P reports to and is directed by the Compensation Committee, and provides no other services to the Company. In general, PM&P is directed by the Committee to provide periodic updates on market trends and developments, provide relevant and credible market data for assessing pay competitiveness, evaluate the design of our pay programs to ensure strategic, performance, and competitive alignment, and to participate in Committee meetings where substantive executive compensation decisions are being made.
In light of new SEC rules, the Company requested and received information from PM&P addressing potential conflicts of interest. Based on an assessment of this information, the Compensation Committee concluded that the work of the consultant did not raise any conflict of interest.
The Role of Senior Management
The Chief Executive Officer (“CEO”) generally makes recommendations to the Compensation Committee for compensation adjustments for the named executive officers other than himself. The Chief Financial Officer and Senior Vice President, Human Resources provide support to the CEO with respect to data, analysis, and advice in formulating specific recommendations. The Chief Legal Officer generally attends Compensation Committee meetings, prepares meeting minutes and resolutions, and is available for legal counsel as required.
The Role of Peer Groups and Survey Data
The Compensation Committee does consider pay information from other companies when making pay determinations for the Company’s executives, including the named executive officers. However, this is only one of many factors considered by the Compensation Committee when making pay determinations, and the Compensation Committee does not benchmark or target a precise percentile or pay level relative to this information. Instead, the Compensation Committee uses this information as a general guide to determine if the Company’s executive compensation levels in the aggregate and by component are within a reasonable range of other similar companies.
The precise nature of our peer comparison activities varies each year based on the needs of the Company and the Committee in making pay determinations. Generally, the Company’s peer comparison activities include a review of both peer group and survey data. For purposes of determining 2012 compensation, the peer group comprised the following companies:
 
 	•	 	ACI Worldwide, Inc.	
 
 	•	 	Aspen Technology, Inc.	
 
 	•	 	Advent Software, Inc.	
 
 	•	 	Blackbaud, Inc.	
 
 	•	 	Concur Technologies, Inc.	
 
 	•	 	Digital River, Inc.	
 
 	•	 	Interactive Intelligence Group, Inc.	
 
 	•	 	JDA Software Group, Inc.	
 
 	•	 	Kenexa Corporation	

 	•	 	MicroStrategy Incorporated	
 
 	•	 	NetScout Systems, Inc.	
 
 	•	 	Pegasystems, Inc.	
 
 	•	 	Progress Software Corporation	
 
 	•	 	Qlik Technologies Inc.	
 
 	•	 	Synchronoss Technologies	
 
 	•	 	The Ultimate Software Group, Inc.	
 
 	•	 	Tibco Software, Inc.	
 
 	•	 	Tyler Technologies, Inc.	

The Compensation Committee annually reviews pay and performance data from the peer group as well as pay data from various compensation surveys. Both the peer group and survey data included in the comparisons included companies that were comparable with respect to revenue level, industry segment, and competitive employment market to the Company. The specific peer companies, survey sources, and forms of analysis change from year to year based on the best available data and the key priorities of the Compensation Committee. This information was considered by the Compensation Committee along with other relevant information, such as the performance of the Company and of each executive. Recommendations were also presented to the Compensation Committee by the CEO. (No other executive officer has direct input to the Compensation Committee regarding the compensation of the named executive officers.)
 
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The Role of “Say on Pay”
At its 2012 Annual Meeting of Shareholders, the Company conducted its first advisory vote on executive compensation—the “say on pay” vote. The matter received the approval of holders of approximately 99% of the shares of Common Stock that were actually voted, indicating strong support from the Company’s shareholders for the compensation program for named executive officers. Consistent with the Board’s recommendation, the shareholders also approved, on an advisory basis, holding the say-on-pay vote on an annual basis. The Board currently intends to hold the advisory say-on-pay vote annually, and is consequently again soliciting this year the advisory approval of the shareholders of the compensation of the named executive officers as set forth in this Proxy Statement.
The Compensation Committee appreciates the support of the Company’s shareholders for its executive compensation program, and considered that support in structuring a 2013 program largely consistent with the prior year’s. It is, however, the responsibility of the Board and Compensation Committee to determine executive compensation, and consequently, while the Board and Compensation Committee intend to consider the results of future advisory votes on executive compensation, they reserve the right to make compensation decisions that may not secure strong support from the Company’s shareholders if in the Board’s and Compensation Committee’s judgment such actions are advisable or necessary to achieve the objectives of the executive compensation program.
Principle Elements of Executive Compensation
The Company compensates executive officers with a combination of salary and incentives designed to focus their efforts on maximizing both the near-term and long-term financial performance of the Company. In addition, the Company’s compensation program rewards individual performance that furthers Company goals. The executive compensation program includes the following: (i) base salary; (ii) incentive bonuses; (iii) long-term equity incentive awards; and (iv) other benefits. Each executive officer’s compensation package is designed to provide an appropriately weighted mix of these elements, which the Company believes cumulatively provide a level of compensation roughly equivalent to that paid by companies of similar size and complexity and that balances short-term and long-term performance and reward objectives.
Base Salary. Minimum salaries for the named executive officers are established in their employment agreements with the Company. The salaries of the named executive officers are reviewed annually by the Compensation Committee for adjustment. When establishing base salaries of our executive officers for 2012, the Compensation Committee considered survey data and salaries within the peer group, as well as a variety of other factors, including the global macro-economic conditions, market developments, the Company’s past financial performance and future expected performance, the performance of the executives, changes in the executives’ responsibilities, the CEO’s recommendations and cost-of-living and other local geographic considerations, where applicable. Generally, we believe that our executives’ base salaries should be targeted near the median of the range of base salaries for executives in similar positions at comparable companies. The actual base salaries paid to the named executive officers in 2012 are disclosed in the Summary Compensation Table.
Annual Cash Incentive Plan. The purpose of the Company’s short-term incentive plan (its annual cash incentive plan) is to align the short-term incentive bonuses with the achievement of annual corporate performance. For all named executive officers, the short-term incentive opportunity for 2012 was based on corporate performance with regard to consolidated revenue and adjusted earnings per share (“adjusted EPS”), subject to the limitation that payout of the incentive in excess of target required the Company to meet a specified level of license revenue for the year. Consolidated revenue excludes hardware and other revenue. Adjusted EPS is a non-GAAP financial figure and is the Company’s earnings per share after excluding amortization of intangible assets, equity-based compensation expenses, restructuring charges, asset impairment charges and related recovery, sales tax recoveries, and unusual tax adjustments. In addition, when the Company establishes its annual budget, it does not plan for Common Stock repurchases. As a result, the earnings per share benefit from Common Stock repurchases, if applicable, is eliminated from the calculation of the adjusted EPS portion of annual incentives. Further, the achievement of revenue and adjusted EPS objectives is determined on a constant currency basis (i.e. actual financial results are translated to U.S. dollars at budgeted U.S. dollar exchange rates). These definitions were developed to reflect the underlying operating variables while attempting to minimize any unintended consequences.
The Company’s management uses non-GAAP measures to manage the business and evaluate its performance. Management believes adjusted EPS results are useful to investors in evaluating the Company’s operating performance on a comparable basis to other software companies. Our management uses these non-GAAP measures to evaluate our financial results, develop budgets, and manage expenditures. Before any payouts are made under the bonus plan based on the achievement of Company metrics, the Compensation Committee reviews the results to confirm that the Company results have been achieved and the bonus payout percentages have been calculated according to the Company’s annual cash incentive plan.
 
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Consolidated revenue and adjusted EPS were weighted equally in the calculation of incentive bonuses to the named executive officers for 2012. Individual performance was not a factor in the determination of these incentive bonuses. Individual performance was intentionally excluded from the incentive bonus formula for named executive officers in order to focus and reward the team for collectively achieving the Company’s objectives. The Committee believes that the combination of consolidated revenue and adjusted EPS creates the proper balance for motivating and rewarding profitable growth in the near term that will translate into strong returns for shareholders over the long-term.
In order for the Company’s executive officers to earn any portion of their cash incentive compensation, the Company must attain a minimum percentage of its targeted incentive goal amounts for consolidated revenue and adjusted EPS. If the minimums are exceeded, but the performance goals are not fully attained, the executive officers receive less than their target incentive opportunity. If the performance goals are exceeded, executive officers receive more than their target incentive opportunity in the final quarter of the year, as incentive payouts for the first three quarters of the year are capped at 100% of target. For 2012, the maximum cash incentive bonuses were capped at 200% of the participant’s target incentive opportunity, and payout in excess of 100% was subject to Company license revenue exceeding a license revenue threshold. For 2013, the cap has been reduced to 150% of target, but the license revenue threshold has been eliminated. The percentages of targeted consolidated revenue and adjusted EPS achieved are calculated quarterly, and quarterly payouts are made if the achieved percentages exceeded the respective threshold percentage of both the quarterly prorated and year-to-date targeted incentive goals.
The following table provides the 2012 cash incentive payout targets as a percentage of the targeted incentive goals for consolidated revenue and adjusted EPS.
2012 Short-Term Incentive Plan Design

 	  	Company Performance
% of Plan Target	 	 	Participant Incentive
Payout % of Target	 	
Consolidated Revenue	  	 	 	 	 	 	 	 	
Threshold goal	  	 	90	% 	 	 	0	% 	
Target goal achieved	  	 	100	% 	 	 	100	% 	
Maximum goal achieved	  	 	110	% 	 	 	200	% 	
Adjusted EPS	  	 	 	 	 	 	 	 	
Threshold goal	  	 	86	% 	 	 	0	% 	
Target goal achieved	  	 	100	% 	 	 	100	% 	
Maximum goal achieved	  	 	114	% 	 	 	200	% 	
Payouts for consolidated revenue and adjusted EPS amounts achieved between threshold goal and target goal and between target goal and maximum goal are calculated on a straight line interpolation basis.
In setting performance goals, the Compensation Committee reviews and evaluates the operating plan prepared by senior management as part of its annual budgeting process. In approving performance goals, the Compensation Committee considers the degree of difficulty and probability of achieving the target performance requirements. The annual incentive plan is designed to emphasize the creation of shareholder value through growth in consolidated revenue and adjusted EPS. The specific bonus targets were selected so that the relative difficulty of achieving the 2012 consolidated revenue and adjusted EPS targets were consistent with prior year approaches in setting performance objectives.
As part of the annual budgeting process, senior management prepares an annual budget, which considers a variety of factors including but not limited to: global economic trends, supply chain management information technology investment and growth trends as published by leading industry analysts, the competitive position of our software products, the level of investment in product development to maintain sustainable competitive advantage, and historical financial performance. The Company’s goal is to extend its position as a leading global supply chain solutions provider by increasing its revenues faster than its competitors. In connection with setting the annual incentive plan objectives, the Compensation Committee reviewed senior management’s proposed 2012 budget and the critical assumptions underlying it and, based on the collective judgment of the Compensation Committee, approved the budgeted targets. For 2012, these budgeted revenue and adjusted EPS targets were designated the target performance requirements for payouts under the annual incentive plan.
 
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The following table sets forth each named executive officer’s full year bonus targets, payout amounts and payout percentages earned in 2012:

 	  	 	  	2012 Short-Term Incentive
Plan Payout vs . Target	 	
Name	  	Title	  	Target	 	  	Payout	 	  	Payout %	 	
Peter F. Sinisgalli(1)	  	Chief Executive Officer and Director	  	$	500,000	  	  	$	500,000	  	  	 	100	% 	
Eddie Capel(2)	  	President and Chief Operating Officer	  	 	265,000	  	  	 	265,000	  	  	 	100	% 	
Dennis B. Story	  	EVP, Chief Financial Officer and Treasurer	  	 	230,000	  	  	 	230,000	  	  	 	100	% 	
Jeffrey S. Mitchell	  	EVP, Americas Operations	  	 	365,000	  	  	 	365,000	  	  	 	100	% 	
Bruce S. Richards	  	SVP, Chief Legal Officer and Secretary	  	 	155,000	  	  	 	155,000	  	  	 	100	% 	
 
(1) 	Mr. Sinisgalli resigned as President in July 2012 and as Chief Executive Officer of the Company in December 2012.	
(2) 	Mr. Capel became President and Chief Operating Officer in July 2012 and President and Chief Executive Officer in January 2013.	
Based on the Company’s strong Consolidated Revenue and Adjusted EPS results, payouts would have been equal to 115% of target. However, because the Company did not achieve its license revenue objective, the payouts for the Company’s executives were capped at 100% of target.
The Compensation Committee retains the right to exercise discretion to either increase or decrease a participant’s incentive bonus under the short-term incentive plan. The Compensation Committee did not exercise this right with regard to incentive bonuses for executive officers in 2010, 2011, or 2012.
Equity Incentives. Equity-based incentives are used by the Company to provide incentives to improve the Company’s financial performance and to assist in the recruitment, retention, and motivation of professional, managerial, and other personnel. Stock incentives are designed to align the interests of the Company’s executive officers with those of its shareholders by encouraging executive officers to enhance the value of the Company, the price of the Common Stock, and hence, the shareholders’ return. In addition, the vesting of stock incentives over a period of time is designed to create an incentive for the individual to remain with the Company. The Company historically has granted stock options and restricted stock to the executives on an ongoing basis to provide continuing incentives to the executives to meet future performance goals and to remain with the Company.
In early 2010, the Compensation Committee decided to change the Company’s equity grant practices eliminating stock option awards in favor of 100% restricted stock grants with the objective to optimize its performance and retention strength while managing program share usage to improve long-term equity overhang. In January 2012, in order to simplify equity grant administration, the Company changed its practice of granting restricted stock in favor of restricted stock  unit  grants, which units convert to Company Common Stock upon vesting. There is no material difference to either the Company or the executives receiving the grants between the grant of restricted stock and the grant of restricted stock units; however, in contrast to the granting of restricted stock shares, no stock will actually be issued under the restricted stock unit grants until units vest.
Equity-based compensation is an important and significant component of executive compensation at the Company. In setting the form and level of equity grants for named executive officers, the Compensation Committee considers a variety of factors including:
 
 	•	 	Market competitive levels of total compensation	
 
 	•	 	Market competitive levels and forms of equity-based compensation	
 
 	•	 	Alignment with company performance and shareholder value	
 
 	•	 	The retention strength provided by outstanding and non-vested equity awards held by executives	
 
 	•	 	Global macro-economic conditions	
 
 	•	 	The Company’s recent performance and trends	
 
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 	•	 	The executive’s recent performance and potential future contribution	
 
 	•	 	The resulting annual grant rate from aggregate awards	
 
 	•	 	The resulting availability of shares under shareholder approved equity plans	
 
 	•	 	The resulting cost to the Company and alignment of the cost to participant value	
During the fiscal year ended December 31, 2012, an aggregate of 73,516 units of restricted stock were granted to the Company’s named executive officers. In approving grant levels for the named executive officers, the Compensation Committee also reviewed aggregate grant levels for all recipients in order to ensure that the annual grant rate was within competitive norms and sustainable over time.
As in 2011, the awards granted in 2012 are 50% service-based and 50% performance-based and generally vest in four equal annual increments starting on the first anniversary of the grant date for both service-based and performance-based grants, with the performance portion tied to annual revenue and adjusted earnings per share targets for fiscal year 2012. Included in the 2012 restricted stock unit grants are 36,759 units of performance-based awards granted to the Company’s named executive officers. The Company does not currently have any additional holding periods for shares acquired upon option exercise or upon restricted stock vesting.
Subsequent to year end, in recognition of the Company’s recent superior performance, and in the interest of retaining the responsible management team, the Compensation Committee approved a special grant of RSUs to certain officers of the Company, including certain of the named executive officers. These special grants vest over a five-year period beginning on the second anniversary of the date of grant. Mr. Capel’s grant is discussed below under “—Chief Executive Officer Transitional Arrangements.”
The Committee intends to review the form and level of equity grants to named executive officers in future years relative to the factors cited above. There is no precise formula or weighting applied to these factors as changing business conditions, competitive market practices, and regulations necessitate differing priorities to maximize effectiveness while minimizing cost and dilution.
Performance-Based Awards. Performance-based grants are intended primarily to provide our executives with incentives to improve our Company’s performance, as the executives benefit from these awards only if we meet the financial goals specified in the awards. Following grant of performance-based awards, the awards are earned, all or in part, based on the Company’s attainment of certain consolidated revenue and adjusted EPS targets for the fiscal year in which the awards are granted. In order for the Company’s executive officers to earn any portion of their performance-based awards, the Company must attain a minimum percentage of its targeted incentive goal amounts for consolidated revenue and adjusted EPS. If the minimums are exceeded, but the performance goals are not fully attained, the executive officers earn less than the full amount of the award granted. If the performance goals are exceeded, executive officers earn more than the full award granted. For 2012, the executives could earn up to 200% of the award granted, and earning in excess of 100% was subject to Company license revenue exceeding a license revenue threshold. For 2013, the cap has been reduced to 150% of the award, but the license revenue threshold has been eliminated.
Once earned, and provided that the executives continue to be employed by us, performance-based awards generally vest in four equal annual increments starting on the first anniversary of the grant date. Based on our financial performance in 2012, 100% of the performance-based awards granted in 2012 were earned.
Other Benefits. Benefits offered to the Company’s named executive officers are provided to serve as a safety net of protection against the financial catastrophes that can result from illness, disability, or death. Benefits offered to the Company’s named executive officers are substantially the same as those offered to all of the Company’s regular employees.
The Company’s tax-qualified deferred compensation 401(k) Savings Plan (the “401(k) Plan”) covers all of the Company’s eligible full-time employees. Under the 401(k) Plan, participants may elect to contribute, through salary reductions, up to 60% of their annual compensation subject to a maximum of $17,000. The Company provides additional matching contributions in the amount of 50% up to the first 6% of salary contributed under the 401(k) Plan. The 401(k) Plan is designed to qualify under Section 401 of the Internal Revenue Code so that the contributions by employees or by the Company to the 401(k) Plan, and income earned on plan contributions, are not taxable to employees until withdrawn from the 401(k) Plan, and so that contributions by the Company will be deductible by the Company when made.
 
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Compensation of the Chief Executive Officer
The Chief Executive Officer participates in the same executive compensation programs as our other executive officers, including the named executive officers. In determining compensation for the CEO, the Committee considers the same information and factors that are used in determining compensation for the other NEOs, except that the CEO does not make a recommendation to the Committee for his own compensation. For 2012, during which Mr. Sinisgalli served as the Company’s CEO, the Committee set Mr. Sinisgalli’s base salary at $500,000, with a target bonus opportunity equal to $500,000. In addition, the Committee approved a grant of 13,914 service-based restricted stock units and 13,915 performance-based restricted stock units vesting over a four year period from the grant date as detailed in the Stock Awards Vesting Schedule on page 24. The performance-based restricted stock units were to be earned or not earned over a one year performance period, and vest over four years total including the one year performance period. Based on the Company’s revenue and adjusted EPS performance in 2012, Mr. Sinisgalli earned a bonus of $500,000 and 100% of the performance-based restricted stock unit award.
Chief Executive Officer Transitional Arrangements
Effective January 1, 2013, Mr. Capel became President and Chief Executive Officer of the Company, succeeding Mr. Sinisgalli. Mr. Capel had been serving as Executive Vice President and Chief Operating Officer of the Company since January 2011 and as President and Chief Operating Officer since July 2012.
As previously reported, in January 2013, the Compensation Committee approved a revised compensation plan for Mr. Capel, commensurate with his increased responsibilities. Mr. Capel’s annualized salary was increased to $475,000 and his targeted performance-based annual cash bonus was increased to 100% of salary. Mr. Capel was awarded a regular grant of 16,422 RSUs vesting over a four-year period beginning on the first anniversary of the date of grant, and a special grant of 31,280 RSUs vesting over a five-year period beginning on the second anniversary of the date of grant. Half of the regular grant vests in amounts determined based on the Company’s achievement of certain performance conditions, and additional RSUs may be earned for above-target performance.
Also as previously reported, in March 2013, the Board of Directors, upon the recommendation of the Compensation Committee in recognition of Mr. Sinisgalli’s successful tenure as Chief Executive Officer and the superior performance of the Company under his leadership, approved the vesting of a portion of the equity incentives granted to him during his employment as Chief Executive Officer that were scheduled to vest during the first quarter of 2013. These previously granted incentives included options to acquire 3,750 shares at an exercise price of $15.53 per share and 10,597 shares of restricted stock and RSUs. The Board’s action preserved 22% of Mr. Sinisgalli’s non-vested employee equity value in recognition of his services and contribution, with the remaining 78% forfeited.
Employment Agreements
Mr. Sinisgalli
Prior to his resignation in December 2012, Mr. Sinisgalli’s employment was governed by an employment agreement that became effective in April 2012. Under that new agreement, Mr. Sinisgalli was entitled to an annual base salary of $494,000, subject to annual increases at the discretion of the Board or Compensation Committee, and was eligible to receive a performance-based bonus with a target opportunity of no less than 100% of his base salary, as determined by the Board or Compensation Committee. Mr. Sinisgalli was also eligible to receive performance- and/or service-based equity incentives from time to time under the Company’s stock incentive plan. The form, vesting, forfeiture, and other terms and conditions of those grants were determined by the Board or the Compensation Committee, provided that equity incentives granted to Mr. Sinisgalli that provided solely for service-based vesting vested in 16 equal quarterly installments beginning on the last day of the calendar quarter ending more than 60 days after the grant date.
All Other Named Executive Officers
Subsequent to year end, the Company entered into substantially identical executive employment agreements with all of its named executive officers, effective March 29, 2013. These new agreements replace the executive employment agreements and separation and non-compete agreements previously in effect with the named executive officers.
 
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The agreements provide that the executives will be (i) paid an annual base salary, (ii) eligible for an annual performance-related bonus, (iii) eligible for equity awards that reflect the executive’s position, duties, and responsibilities with the Company, (iv) eligible to participate in all other benefit plans, programs, and arrangements generally available to executives of the Company, and (v) provided an indemnification agreement, under which the Company will indemnify the executive to the full extent permitted by law with respect to any claim arising out of the executive’s service as an officer, director, or employee of the Company, and (vi) covered by a director and officers liability insurance policy. As set forth in the agreements, the annual base salaries of Messrs. Capel, Story, Mitchell and Richards are $475,000, $360,000, $370,000, and $283,000, respectively. Each executive’s annual base salary is subject to increases at the discretion of the Board or Compensation Committee.
The executive’s employment under the agreement can be terminated at any time by the Company or by the executive. If the Company terminates the executive’s employment for reasons other than death, disability, or “cause” (as defined in the agreements) or if the executive terminates his employment for “constructive termination” (as defined in the agreements), the executive will be entitled to severance payments equal to continuation of his base salary for 12 months and 12 months of COBRA coverage for family medical and dental benefits. In addition, if the executive’s termination under the circumstances described in the preceding sentence occurs on or within 24 months following a “change of control” (as defined in the agreements), the executive will be entitled to (i) a pro rata bonus for the year of termination and (ii) an additional bonus amount equal to the greater of his target bonus for the year of termination or for the prior year. If a change of control occurs, any unvested equity awards outstanding at the time of the change in control will remain in effect in accordance with their terms (or the Company may provide the executive with substantially equivalent substitute equity awards of the survivor or purchasing entity or its parent). If on or within 24 months following a change of control, the Company (or its successor) terminates the executive without cause or executive suffers a “constructive termination” (as defined in the agreements), then any outstanding unvested equity awards (or the substituted equity awards) will fully vest. In general, severance payments to an executive are limited such that he will not receive any “parachute payment” as described in Section 280G of the Internal Revenue Code. The executive is required to provide the Company with a general release of all claims in order to receive any severance payments or benefits.
The agreements contain provisions requiring the executive to protect the proprietary and confidential information of the Company. In addition, for a period of 12 months after termination of employment for any reason (or, if later, the last date any severance payments are due), the executive agrees not to solicit the Company’s customers or solicit or hire away the Company’s employees and is prohibited from performing duties of the type performed for the Company for a competing business owned by any of a designated group of companies. The executive also agrees to assign to the Company all patents, inventions, copyrights, and other intellectual property developed by him in the course of his employment.
Policy with Respect to Qualifying Compensation for Deductibility
Section 162(m) of the Internal Revenue Code imposes a limit on tax deductions for annual compensation (other than performance-based compensation) in excess of one million dollars paid by a corporation to its Chief Executive Officer and its other three most highly compensated executive officers. The Compensation Committee considers tax deductibility when making its decisions regarding executive compensation but reserves the right to award nondeductible compensation when appropriate to accomplish other compensation objectives. The Committee will continue to assess the impact of Section 162(m) on its compensation practices and determine what further action, if any, is appropriate.
Limitation of Liability and Indemnification of Officers and Directors
The Company’s Articles of Incorporation provide that the liability of the directors to the shareholders for monetary damages will be limited to the fullest extent permissible under Georgia law. This limitation of liability does not affect the availability of injunctive relief or other equitable remedies.
The Company’s Bylaws provide that the Company will indemnify each of its officers, directors, employees, and agents to the extent that he or she is or was a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative because he or she is or was a director, officer, employee, or agent of the Company, against reasonable expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement in connection with such action, suit, or proceeding; provided, however, that no indemnification will be made for:
 
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 	•	 	any appropriation, in violation of his or her duties, of any business opportunity of the Company;	
 
 	•	 	acts or omissions that involve intentional misconduct or a knowing violation of law;	
 
 	•	 	any liability under Section 14-2-832 of the Georgia Business Corporation Code, which relates to unlawful payments of dividends and unlawful stock repurchases and redemptions; or	
 
 	•	 	any transaction from which he or she derived an improper personal benefit.	
In early 2013, the Company entered into updated indemnification agreements with its officers and directors providing indemnification similar to that provided in the Bylaws.
EXECUTIVE COMPENSATION
The following table sets forth, for the three years ended December 31, 2012, the total compensation paid to or earned by the named executive officers:

Name and Principal Position	  	Year	 	  	Salary	 	  	Stock
Awards:
Units (1)	 	  	Non-Equity
Incentive Plan
Compensation (2)	 	  	All Other
Compensation (3)	 	  	Total	 	 	
Peter F. Sinisgalli(4)
Chief Executive Officer and
Director	  	 	2012	  	  	$	500,000	  	  	$	1,204,996	  	  	$	500,000	  	  	$	10,118	  	  	$	2,215,114	  	 	
 	  	 	2011	  	  	 	484,000	  	  	 	1,060,612	  	  	 	494,000	  	  	 	5,707	  	  	 	2,044,319	  	 	 	
 	  	 	2010	  	  	 	474,000	  	  	 	960,767	  	  	 	677,820	  	  	 	—  	  	  	 	2,112,587	  	 	 	 	
Eddie Capel(5)
President and Chief Operating
Officer	  	 	2012	  	  	$	400,000	  	  	$	803,345	  	  	$	265,000	  	  	$	8,108	  	  	$	1,476,453	  	 	 	 	
 	  	 	2011	  	  	 	355,000	  	  	 	765,719	  	  	 	235,000	  	  	 	2,350	  	  	 	1,358,069	  	 	 	 	 	
 	  	 	2010	  	  	 	335,000	  	  	 	693,972	  	  	 	321,750	  	  	 	—  	  	  	 	1,350,722	  	 	 	 	 	 	
Dennis B. Story
Executive Vice President, Chief
Financial Officer and Treasurer	  	 	2012	  	  	$	335,000	  	  	$	451,879	  	  	$	230,000	  	  	$	7,500	  	  	$	1,024,379	  	 	 	 	 	 	
 	  	 	2011	  	  	 	315,000	  	  	 	434,595	  	  	 	215,000	  	  	 	3,675	  	  	 	968,270	  	 	 	 	 	 	 	
 	  	 	2010	  	  	 	300,000	  	  	 	385,540	  	  	 	286,000	  	  	 	—  	  	  	 	971,540	  	 	 	 	 	 	 	 	
Jeffrey S. Mitchell
Executive Vice President -
Americas Operations	  	 	2012	  	  	$	360,000	  	  	$	723,023	  	  	$	365,000	  	  	$	9,838	  	  	$	1,457,861	  	 	 	 	 	 	 	 	
 	  	 	2011	  	  	 	350,000	  	  	 	745,037	  	  	 	365,000	  	  	 	5,574	  	  	 	1,465,611	  	 	 	 	 	 	 	 	 	
 	  	 	2010	  	  	 	350,000	  	  	 	693,972	  	  	 	500,500	  	  	 	—  	  	  	 	1,544,472	  	 	 	 	 	 	 	 	 	 	
Bruce S. Richards
Senior Vice President, Chief
Legal Officer and Secretary	  	 	2012	  	  	$	275,000	  	  	$	—  	  	  	$	155,000	  	  	$	6,475	  	  	$	436,475	  	 	 	 	 	 	 	 	 	 	
 	  	 	2011	  	  	 	110,455	  	  	 	501,831	  	  	 	62,500	  	  	 	1,013	  	  	 	675,799	  	 	 	 	 	 	 	 	 	 	 	

(1) 	These columns represent the aggregate grant date fair value for stock and option awards in accordance with the stock compensation topic in the FASB Codification. These award fair values have been determined based on the assumptions set forth in the Company’s 2012 Annual Report on Form 10-K (Note 2, Equity-Based Compensation).	
(2) 	Represent amounts earned in the applicable year, regardless of whether such amounts were paid prior to the end of such year.	
(3) 	In accordance with the rules of the Securities and Exchange Commission, other compensation received in the form of perquisites and other personal benefits have been omitted because the aggregate amount of such perquisites and other personal benefits for each of the named executive officers was less than $10,000 in the fiscal year. The amounts in this column represent the 401(k) match and tax withholding paid by the Company on behalf of named executive officers.	
(4) 	Mr. Sinisgalli resigned as President in July 2012 and as Chief Executive Officer of the Company effective December 31, 2012.	
(5) 	Mr. Capel became President and Chief Operating Officer in July 2012 and President and Chief Executive Officer in January 2013.	
 
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Grants of Plan-Based Awards
The following table provides additional information about our 2012 annual bonus plans and about restricted stock awards granted to our named executive officers during the year ended December 31, 2012.

Grants of Plan-Based Awards	 	
 	  	 	 	  	Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards  (1)	 	  	Estimated Future Payouts
Under Equity Incentive
Plan Awards  (2)	 	  	Stock
Awards:
Number of
Shares of
Stock or	 	  	Grant Date
Fair Value
of Stock	 	
Name	  	Grant Date	 	  	Target ($)	 	  	Maximum ($)	 	  	Threshold (#)	 	  	Target (#)	 	  	Units (3)  (#)	 	  	Awards (4)	 	
Peter F. Sinisgalli	  	 	1/26/2012	  	  	$	500,000	  	  	$	1,000,000	  	  	 	1	  	  	 	13,915	  	  	 	13,914	  	  	$	1,204,996	  	
Eddie Capel	  	 	1/26/2012	  	  	 	265,000	  	  	 	530,000	  	  	 	1	  	  	 	9,277	  	  	 	9,276	  	  	 	803,345	  	
Dennis B. Story	  	 	1/26/2012	  	  	 	230,000	  	  	 	460,000	  	  	 	1	  	  	 	5,218	  	  	 	5,218	  	  	 	451,879	  	
Jeffrey S. Mitchell	  	 	1/26/2012	  	  	 	365,000	  	  	 	730,000	  	  	 	1	  	  	 	8,349	  	  	 	8,349	  	  	 	723,023	  	
Bruce S. Richards	  	 	1/26/2012	  	  	 	155,000	  	  	 	310,000	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	
 
(1) 	These columns represent the Company’s regular annual cash incentive plan threshold, target and maximum awards for 2012. The actual cash incentives paid to the named executive officers for 2012 pursuant to the plans are set forth in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column.	
(2) 	These columns represent performance-based restricted stock unit awards, which are unvested on the date of grant. Holders will earn performance-based restricted stock unit awards if certain consolidated revenue and adjusted earnings per share objectives are met in 2012. The number of earned awards is determined by multiplying the average of the actual revenue and adjusted earnings per share performance for 2012 compared to the established threshold, target and maximum objectives by the maximum number of performance-based restricted stock awards granted. Where the Company’s performance for a metric (revenue or adjusted earnings per share) falls between the threshold and the target objectives, or between the target and the maximum objectives, the relevant performance percentage is determined using linear interpolation. Performance for any metric is capped at 200% of target, and under no circumstances can earned performance-based awards exceed the number of performance-based awards granted. Based on our financial performance in 2012, 100% of the performance-based awards were earned. The earned portion generally vests in four equal annual installments commencing on the first anniversary of the date of grant.	
(3) 	This column represents service-based restricted stock granted to the executives during 2012 pursuant to the Company’s 2007 Stock Incentive Plan. These shares also generally vest in four equal annual installments commencing on the date of grant.	
(4) 	This column represents the aggregate grant date fair value for service-based and performance-based restricted stock awards in accordance with the stock compensation topic in the FASB Codification. These award fair values have been determined based on the closing price of the Company’s stock on the date of grant. As mentioned above, 100% of the performance-based awards were earned.	
 
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Outstanding Equity Awards at Fiscal Year-End
The following table summarizes the equity awards we have made to our named executive officers that are outstanding as of December 31, 2012. The market value of unvested stock awards is determined based on the closing stock price of $60.34 on December 31, 2012.

Outstanding Equity Awards at Fiscal Year End	 	
 	  	 	 	  	Option Awards (1)	 	  	Stock Awards (2)	 	
Name	  	Grant Date	 	  	Number of
Securities
Underlying
Unexercised
Options (#)
Exerciseable	 	  	Number of
Securities
Underlying
Unexercised
Options (#)
Unexerciseable	 	  	Option
Exercise
Price  ($)	 	  	Option
Expiration
Date	 	  	Number of
Shares or
Units of
Stock That
Have Not
Vested (#)	 	  	Market
Value of
Shares or
Units of
Stock that
have not
Vested ($)	 	
Peter F. Sinisgalli	  	 	1/19/2009	  	  	 	3,750	  	  	 	—  	  	  	$	15.53	  	  	 	1/19/2016	  	  	 	1,250	  	  	$	75,425	  	
 	  	 	1/28/2010	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	2,815	  	  	 	169,857	  	
 	  	 	1/27/2011	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	2,183	  	  	 	131,722	  	
 	  	 	1/28/2012	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	4,349	  	  	 	262,419	  	
Eddie Capel	  	 	1/19/2009	  	  	 	—  	  	  	 	10,500	  	  	$	15.53	  	  	 	1/19/2016	  	  	 	—  	  	  	$	—  	  	
 	  	 	1/19/2009	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	3,500	  	  	 	211,190	  	
 	  	 	1/28/2010	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	16,268	  	  	 	981,611	  	
 	  	 	1/27/2011	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	18,911	  	  	 	1,141,090	  	
 	  	 	1/26/2012	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	18,553	  	  	 	1,119,488	  	
Dennis B. Story	  	 	1/19/2009	  	  	 	—  	  	  	 	5,250	  	  	 	15.53	  	  	 	1/19/2016	  	  	 	—  	  	  	 	—  	  	
 	  	 	1/19/2009	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	1,750	  	  	 	105,595	  	
 	  	 	1/28/2010	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	9,038	  	  	 	545,353	  	
 	  	 	1/27/2011	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	10,734	  	  	 	647,690	  	
 	  	 	1/26/2012	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	10,436	  	  	 	629,708	  	
Jeffrey S. Mitchell	  	 	1/4/2007	  	  	 	837	  	  	 	—  	  	  	 	30.16	  	  	 	1/4/2014	  	  	 	—  	  	  	 	—  	  	
 	  	 	1/19/2009	  	  	 	—  	  	  	 	12,500	  	  	 	15.53	  	  	 	1/19/2016	  	  	 	—  	  	  	 	—  	  	
 	  	 	1/19/2009	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	4,167	  	  	 	251,437	  	
 	  	 	1/28/2010	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	16,268	  	  	 	981,611	  	
 	  	 	1/27/2011	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	18,400	  	  	 	1,110,256	  	
 	  	 	1/26/2012	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	16,698	  	  	 	1,007,557	  	
Bruce S. Richards	  	 	9/1/2011	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	10,629	  	  	 	641,354	  	
 
(1) 	Stock options become exercisable in accordance with the vesting schedule below:	

Option Awards Vesting Schedule	
Name	  	Grant Date	 	  	Vesting	
Peter F. Sinisgalli	  	 	1/19/2009	  	  	6.25% per quarter for 4 years	
Eddie Capel	  	 	1/19/2009	  	  	25% per year for 4 years	
Dennis B. Story	  	 	1/19/2009	  	  	25% per year for 4 years	
Jeffrey S. Mitchell	  	 	1/4/2007	  	  	25% per year for 4 years	
 	  	 	1/19/2009	  	  	25% per year for 4 years	
 
(2) 	Restricted stock and restricted stock unit vests in accordance with the schedule below:	

Stock Awards Vesting Schedule	
Name	  	Grant Date	 	  	Vesting	
Peter F. Sinisgalli	  	 	1/19/2009	  	  	6.25% per quarter for 4 years	
 	  	 	1/28/2010	  	  	22,521 shares of service-based restricted stock, which vest 6.25% per quarter for 4 years	
 	  	 	1/28/2010	  	  	22,522 shares of performance-based restricted stock, 1/4 vest on first anniversary of the date of grant and the remaining shares vest 6.25% per quarter for 3 years	
 	  	 	1/27/2011	  	  	17,461 shares of service-based restricted stock, which vest 6.25% per quarter for 4 years	
 	  	 	1/27/2011	  	  	17,462 shares of performance-based restricted stock, 1/4 vest on first anniversary of the date of grant and the remaining shares vest 6.25% per quarter for 3 years	
 	  	 	1/28/2012	  	  	13,914 service-based restricted stock units, which vest 6.25% per quarter for 4 years	
 	  	 	1/28/2012	  	  	13,915 performance-based restricted stock units, 1/4 vest on first anniversary of the date of grant and the remaining shares vest 6.25% per quarter for 3 years	
 
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Stock Awards Vesting Schedule (continued)	
Name	  	Grant Date	 	  	Vesting	
Eddie Capel	  	 	1/19/2009	  	  	25% per year for 4 years	
 	  	 	1/28/2010	  	  	25% per year for 4 years	
 	  	 	1/27/2011	  	  	25% per year for 4 years	
 	  	 	1/26/2012	  	  	25% per year for 4 years	
Dennis B. Story	  	 	1/19/2009	  	  	25% per year for 4 years	
 	  	 	1/28/2010	  	  	25% per year for 4 years	
 	  	 	1/27/2011	  	  	25% per year for 4 years	
 	  	 	1/26/2012	  	  	25% per year for 4 years	
Jeffrey S. Mitchell	  	 	1/19/2009	  	  	25% per year for 4 years	
 	  	 	1/28/2010	  	  	25% per year for 4 years	
 	  	 	1/27/2011	  	  	25% per year for 4 years	
 	  	 	1/26/2012	  	  	25% per year for 4 years	
Bruce S. Richards	  	 	9/1/2011	  	  	25% per year for 4 years	
Option Exercises and Stock Vested Table
The following Option Exercises and Stock Vested table provides additional information about the value realized by the named executive officers on option award exercises and stock award vesting during the year ended December 31, 2012.

Option Exercises and Stock Vested	 	
 	  	Option Awards	 	  	Stock Awards	 	
Name	  	Number of
Options
Exercised	 	  	Value
Realized on
Exercise	 	  	Number of
Shares Acquired
on Vesting	 	  	Value
Realized on
Vesting	 	
Peter F. Sinisgalli	  	 	375,346	  	  	$	8,512,256	  	  	 	36,291	  	  	$	1,763,238	  	
Eddie Capel	  	 	85,000	  	  	 	1,989,116	  	  	 	20,436	  	  	 	884,286	  	
Dennis B. Story	  	 	34,775	  	  	 	1,112,306	  	  	 	11,595	  	  	 	501,285	  	
Jeffrey S. Mitchell	  	 	136,663	  	  	 	2,754,367	  	  	 	22,600	  	  	 	971,498	  	
Bruce S. Richards	  	 	—  	  	  	 	—  	  	  	 	3,543	  	  	 	179,205	  	
Potential Payments upon Termination of Employment or Change-in-Control
The table below reflect estimated amounts that would become payable to our named executive officers under the new employment agreements that became effective in March 2013, assuming that such the executive officers’ termination of employment or change in control was effective as of December 31, 2012 (and assuming for these illustrative purposes that the new employment agreements were effective as of such date).

 	  	Cash
Severance	 	  	Value of
Accelerated
Stock Vesting	 	  	Health
Benefits	 	
Eddie Capel	  	 	 	 	  	 	 	 	  	 	 	 	
Termination without cause or constructive termination (1)	  	$	400,000	  	  	$	—  	  	  	$	13,387	  	
Change of control with termination without cause or constructive termination  (2)	  	 	731,250	  	  	 	6,802,223	  	  	 	13,387	  	
Dennis B. Story	  	 	 	 	  	 	 	 	  	 	 	 	
Termination without cause or constructive termination (1)	  	 	335,000	  	  	 	—  	  	  	 	13,387	  	
Change of control with termination without cause or constructive termination  (2)	  	 	622,500	  	  	 	2,894,980	  	  	 	13,387	  	
 
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Potential Payments upon Termination of Employment or Change-in-Control (continued)

 	 	 	 	 	 	 	 	 	 	 	 	 	
 	  	Cash
Severance	 	  	Value of
Accelerated
Stock Vesting	 	  	Health
Benefits	 	
Jeffrey S. Mitchell	  	 	 	 	  	 	 	 	  	 	 	 	
Termination without cause or constructive termination (1)	  	$	360,000	  	  	$	—  	  	  	$	13,387	  	
Change of control with termination without cause or constructive termination  (2)	  	 	816,250	  	  	 	4,618,774	  	  	 	13,387	  	
Bruce S. Richards	  	 	 	 	  	 	 	 	  	 	 	 	
Termination without cause or constructive termination (1)	  	 	275,000	  	  	 	—  	  	  	 	13,387	  	
Change of control with termination without cause or constructive termination  (2)	  	 	468,750	  	  	 	924,469	  	  	 	13,387	  	
 
(1) 	The employment agreement of the named executive officers provide for the payment of twelve months of then current base salary and twelve months of COBRA payments for the executive’s and his family’s medical and dental benefits if the executive’s employment is terminated by the Company other than for cause, or constructively terminated.	
(2) 	The employment agreement of the named executive officers provide for (i) the payment of twelve months of then current base salary, (ii) a prorata bonus for the year of termination through the date of termination (to the extent not yet paid), (iii) a bonus amount equal to the greater of target bonus for the year of termination or for the prior year, (iv) twelve months of COBRA payments for the executive’s and his family’s medical and dental benefits, and (v) the vesting of all unvested options and restricted stock upon a change of control and subsequent termination of employment by the Company other than for cause, or constructive termination, within two years of that change of control. The amount included in the table for the vesting of previously unvested stock options is the intrinsic value—i.e., the amount by which the market value of the Company’s common stock on December 31, 2012 ($60.34 per share) exceeded the exercise price as of December 31, 2012 of the unvested “in-the-money” stock options.	
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following non-employee Directors were the members of the Compensation Committee of the Board of Directors during 2012: Thomas E. Noonan (Chairman), Brian J. Cassidy, and John J. Huntz, Jr. To the Company’s knowledge, there were no interlocking relationships involving members of the Compensation Committee or other Directors requiring disclosure in this Proxy Statement.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s Directors and executive officers and persons who own beneficially more than 10% of the Common Stock to file reports of initial statements of ownership and statements of changes in ownership of such stock with the Securities and Exchange Commission. Directors, executive officers and persons owning beneficially more than 10% of the Common Stock are required by the Commission to furnish the Company with copies of all Section 16(a) forms they file with the Commission. To the Company’s knowledge, based solely on the information furnished to the Company, all Directors, executive officers and 10% shareholders complied with all applicable Section 16(a) filing requirements during the year ended December 31, 2012, except inadvertent late filings to report: (1) the exercise of stock options and disposition of Common Stock by Mr. Mitchell on February 10, 2012; (2) the exercise of stock options and disposition of Common Stock by Messrs. Sinisgalli and Huntz on February 16, 2012; (3) the vesting of performance-based restricted stock shares previously granted by the Company to Messrs. Sinisgalli, Capel, Mitchell, and Story on February 28, 2012, and the related withholding by the Company of shares to satisfy their tax obligations; (4) the withholding of shares of Common Stock by the Company to satisfy tax obligations of Mr. Richards on September 5, 2012; and (5) the disposition of Common Stock by Mr. Raghavan on November 26, 2012, December 10, 2012, December 11, 2012, December 12, 2012, and December 13, 2012.
 
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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis section of the Company’s 2013 Proxy Statement. Based on its review and discussions with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement for 2013 (and in the Company’s Annual Report on Form 10-K through incorporation by reference to the Proxy Statement).
Compensation Committee
Thomas E. Noonan, Chairman
Brian J. Cassidy
John J. Huntz, Jr.
The foregoing report shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such Acts.
POLICY ON RELATED PARTY TRANSACTIONS
The Company’s Code of Business Conduct and Ethics, which is available in the Investor Relations section of our web site at www.manh.com , and its conflicts of interest policy provide generally that the Company’s Directors, officers, and employees must avoid any personal, financial, or family interest that could keep that person from acting in our best interest. Approval of the Chief Executive and Chief Legal Officers is needed for such conflicts; however, the Company has an unwritten policy that conflicts involving Directors or executive officers must be approved by the Audit Committee or the independent members of the Board of Directors.
Since the beginning of fiscal year 2012, the Company has not been a participant in any related party transaction requiring disclosure pursuant to Item 404 of the Securities and Exchange Commission’s Regulation S-K, and no such transaction is currently proposed.
AUDIT COMMITTEE REPORT
The Audit Committee is directly responsible for the appointment, compensation, and oversight of the Company’s independent registered public accounting firm. In this regard, the Audit Committee pre-approves all audit services and non-audit services to be provided to the Company by its independent registered public accounting firm. The Audit Committee may delegate to one or more of its members the authority to grant the approvals. The decision of any member to whom authority is delegated to approve services to be performed by the Company’s independent registered public accounting firm is presented to the full Audit Committee at its next scheduled meeting. The Audit Committee may not approve any service that individually or in the aggregate may impair, in the Audit Committee’s opinion, the independence of the independent registered public accounting firm.
The Audit Committee of the Board of Directors currently consists of Messrs. Huntz (Chairman), Lautenbach, and Noonan, all of whom meet the independence requirements of The Nasdaq Stock Market. The Audit Committee operates pursuant to a written charter adopted by the Board of Directors, the complete text of which is available in its current form in the Investor Relations section of our web site at  www.manh.com .
In overseeing the preparation of the Company’s financial statements, the Audit Committee met with both management and the Company’s independent registered public accounting firm to review and discuss the financial statements prior to their issuance and to discuss significant accounting issues. Management advised the Audit Committee that all financial statements were prepared in accordance with generally accepted accounting principles, and the Committee discussed the statements with both management and the independent registered public accounting firm. The Audit Committee’s review included discussion with the independent registered public accounting firm of matters required to be discussed under the rules adopted by the Public Company Accounting Oversight Board (the “PCAOB”). The Company’s independent registered public accounting firm, Ernst & Young LLP, has provided to the Audit Committee the written disclosures and letter to the Audit Committee required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with Ernst & Young LLP that firm’s independence. The Audit Committee has concluded that Ernst & Young LLP’s provision of audit and non-audit services to the Company is compatible with Ernst & Young LLP’s independence.
 
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The Audit Committee has reviewed and discussed with management its assessment and report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2012, which it made using the criteria set forth by the Committee Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework. The Audit Committee has also reviewed and discussed with Ernst & Young LLP its review and report on the Company’s internal control over financial reporting. The Company published these reports in its Annual Report on Form 10-K for the year ended December 31, 2012.
Based on these reviews and discussions, the Audit Committee recommended to the Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
Audit Committee
John J. Huntz, Jr., Chairman
Dan J. Lautenbach
Thomas E. Noonan
The foregoing report shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such Acts.
PROPOSAL 2
RESOLUTION TO APPROVE EXECUTIVE COMPENSATION
The Dodd-Frank Act requires all public companies, beginning with their shareholder meetings on or after January 21, 2011, to hold a separate non-binding, advisory shareholder vote to approve the compensation of executive officers as described in the Compensation Discussion and Analysis, the executive compensation tables, and any related information in each such company’s proxy statement (commonly known as a “Say on Pay” proposal).
As discussed in the “Compensation Discussion and Analysis” section of this proxy statement beginning on page 12, the Board believes that our current executive compensation programs directly link executive compensation to our financial performance and align the interests of our executive officers with those of our shareholders. Our Board also believes that our executive compensation programs provide our executive officers with a balanced compensation package that includes a reasonable base salary along with annual and long-term incentive compensation programs that are based on the Company’s financial performance. These incentive programs are designed to reward our executive officers on both an annual and long-term basis if they attain specified target goals—the attainment of which does not require the taking of an unreasonable amount of risk. For 2012, the following reflects the target pay mix for our CEO and the aggregate target pay mix for our other four named executive officers:
 
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For 2012, the short-term incentive opportunity was tied to the attainment of the Company’s revenue and adjusted EPS results for the year. The Board believes these measures are the critical indicators of the Company’s short-term execution and positioning for long-term success. For 2012, the long-term incentive opportunity was provided in the form of performance-based and service-based restricted stock unit. The Board believes that this equity grant mix achieves the Company’s long-term performance and retention objectives while minimizing annual share usage and aggregate equity plan dilution.
Based on the Company’s strong financial results in 2012, short-term incentive awards were earned at 100% of the target award opportunity, the performance-based restricted stock unit was earned, and executive stock ownership value increased commensurate with the increase in total shareholder value. This strong alignment between Company results, shareholder returns, and executive compensation is the cornerstone of our executive compensation philosophy and program design.
The Compensation Committee periodically reviews the Company’s overall approach to executive compensation to ensure that the Company’s current executive compensation levels, policies, and practices continue to be in line with industry practices and reflective of best practices. The following are a few highlights regarding our overall governance of executive compensation and the design of our current programs, policies, and practices:
 
 	•	 	Separate CEO and Chairman of the Board	
 
 	•	 	Stock ownership by all outside directors	
 
 	•	 	Oversight by an active, engaged, and independent Compensation Committee	
 
 	•	 	Capped incentive opportunities to mitigate concerns regarding excessive risk-taking	
 
 	•	 	Equity plans that prohibit option re-pricing and cash buyouts without shareholder approval	
 
 	•	 	Stock ownership by all named executive officers	
 
 	•	 	Double-trigger change-in-control payments	
 
 	•	 	Limited executive perquisites	
 
 	•	 	Prohibition on short sales in our stock by employees and directors	
The “Compensation Discussion and Analysis” discussion beginning on page 12 includes additional details about our executive compensation programs. In light of the above, the Company believes that its compensation of the Named Executive Officers for fiscal 2012 was appropriate and reasonable, and that its compensation programs and practices are sound and in the best interests of the Company and its shareholders. The Say on Pay proposal is set forth in the following resolution:
RESOLVED, that the shareholders of Manhattan Associates, Inc., approve, on an advisory basis, the compensation of its named executive officers, as disclosed in the Company’s Proxy Statement for the 2013 Annual Meeting of Shareholders, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and any related information found in the proxy statement of Manhattan Associates, Inc.
 
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Because your vote on this proposal is advisory, it will not be binding on the Board or the Company. However, the Compensation Committee and the Board of Directors will take into account the outcome of the vote when considering future executive compensation arrangements.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF EXECUTIVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT, PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SECURITIES AND EXCHANGE COMMISSION.
PROPOSAL 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
In January 2013, the Board of Directors appointed Ernst & Young LLP to serve as its independent registered public accounting firm for the fiscal year ending December 31, 2013, subject to the submission and approval of a budget for audit and audit related fees for services to be rendered for our 2013 fiscal year. The appointment of Ernst & Young LLP was recommended to the Board by its Audit Committee. In the event shareholders do not ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2013, the Audit Committee will review its future selection of the independent registered public accounting firm. In addition, the Audit Committee, at its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee believes that a change would be in our best interests and the best interests of our shareholders. A proposal to ratify the appointment will be presented at the Annual Meeting. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from shareholders.
Audit and Non-Audit Fees
The following table presents the aggregate fees for professional services rendered by Ernst & Young LLP for each of the last two fiscal years:

 	  	2012	 	  	2011	 	
 	  	(in thousands)	 	
Audit Fees(1)	  	$	1,004	  	  	$	946	  	
Audit-related Fees(2)	  	 	25	  	  	 	34	  	
Tax Fees(3)	  	 	211	  	  	 	252	  	
All Other Fees(4)	  	 	2	  	  	 	2	  	
 	  	 	 	 	  	 	 	 	
Total Fees	  	$	1,242	  	  	$	1,234	  	

(1) 	Audit fees consisted of charges principally associated with the annual financial statement audit and the audit of internal control over financial reporting, the review of the Company’s quarterly reports on Form 10-Q and statutory audits required internationally.	
(2) 	Audit-related fees consisted of charges related to certain agreed upon procedures engagements.	
(3) 	Tax fees consisted of charges principally related to services associated with tax compliance, tax planning and tax advice.	
(4) 	All other fees include charges for products and/or services other than those described above.	
The Audit Committee has determined that the provision of non-audit services by Ernst & Young LLP is compatible with maintaining the independence of Ernst & Young LLP.
 
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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013.
SHAREHOLDER PROPOSALS
Rules of the Securities and Exchange Commission require that any proposal by a shareholder of the Company for consideration at the 2014 Annual Meeting of Shareholders must be received by the Company no later than December 13, 2013, if any such proposal is to be eligible for inclusion in the Company’s proxy materials for its 2014 Annual Meeting. Under such rules, the Company is not required to include shareholder proposals in its proxy materials unless certain other conditions specified in such rules are met.
In order for a shareholder to bring any business or nominations before the Annual Meeting of Shareholders, certain conditions set forth in Sections 2.14 and 3.8 of the Company’s Bylaws must be complied with, including, but not limited to, delivery of notice to the Company not less than 60 days prior to the meeting as originally scheduled, or if less than 70 days notice or prior public disclosure of the date of the scheduled meeting is given or made, delivery of notice to the Company not later than the tenth day following the earlier of the day on which notice of the date of the meeting is mailed to shareholders or public disclosure of the date of such meeting is made.
COMMUNICATION WITH DIRECTORS
We have established procedures for shareholders or other interested parties to communicate directly with the Board of Directors. Such parties can contact the Board by email at: investor_relations@manh.com or by mail at: Manhattan Associates, Inc. Board of Directors, 2300 Windy Ridge Parkway, Tenth Floor, Atlanta, Georgia 30339. All communications made by this means will be received directly by the Chairman of the Audit Committee.
FORM 10-K EXHIBITS
We have included with this Proxy Statement a copy of our Form 10-K which is part of our Annual Report to Shareholders for the fiscal year ending December 31, 2012, including the financial statements, schedules, and list of exhibits. We will mail without charge, upon written request, a copy of our Form 10-K exhibits. Requests should be sent to Manhattan Associates, Inc., 2300 Windy Ridge Parkway, Tenth Floor, Atlanta, Georgia 30339. They are also available, free of charge, at the SEC’s web site,  www.sec.gov .
OTHER MATTERS
Management of the Company is not aware of any other matter to be presented for action at the Annual Meeting other than those mentioned in the Notice of Annual Meeting of Shareholders and referred to in this Proxy Statement. However, should any other matter requiring a vote of the shareholders arise, the accompanying Proxy confers discretionary authority upon the representatives named on the Proxy to vote, to the extent permitted by law, in accordance with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS,

Bruce S. Richards
Senior Vice President, Chief Legal Officer and Secretary
 
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. MMMMMMMMMMMM MMMMMMMMMMMMMMM C123456789 IMPORTANT ANNUAL MEETING INFORMATION 000004 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE            SACKPACK            000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext MR A SAMPLE Electronic Voting Instructions DESIGNATION (IF ANY) You can vote by Internet or telephone! ADD 1 Available 24 hours a day, 7 days a week! ADD 2 Instead of mailing your proxy, you may choose one of the two voting ADD 3 methods outlined below to vote your proxy. These methods are valid ADD 4 under §14-2-722 of the Georgia Business Corporation Code. ADD 5 MMMMMMMMM ADD 6 VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 1:00 a.m. Central Time, May 16, 2013. Vote by Internet • Go to www.investorvote.com/MANH • Or scan the QR code with your smartphone • Follow the steps outlined on the secure website Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Using a black ink pen, mark your votes with an X as shown in X Canada on a touch tone telephone this example. Please do not write outside the designated areas. • Follow the instructions provided by the recorded message Annual Meeting Proxy Card 1234 5678 9012 345 qIF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A Proposals — The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2 and 3. 1. Election of Directors: For Withhold For Withhold For Withhold + 01—John J. Huntz 02—Dan J. Lautenbach 03—Thomas E. Noonan For Against Abstain For Against Abstain 2. Non-binding resolution to approve the compensation of the 3. Ratification of the appointment of Ernst & Young LLP Company’s named executive officers. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013. B Non-Voting Items Change of Address — Please print new address below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting. C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MMMMMMM32C V 1613841 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 01MCKC

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qIF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy – Manhattan Associates, Inc. 2300 Windy Ridge Parkway Tenth Floor Atlanta, Georgia 30339 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS By this Proxy, the undersigned (i) appoints Eddie Capel and Bruce S. Richards, and each of them, with full power of substitution, as their proxy to represent and vote all the shares of Common Stock of Manhattan Associates, Inc. held of record by the undersigned on March 29, 2013, at the annual meeting of Shareholders to be held on May 16, 2013 or any adjournment of that meeting, as designated on the reverse side of this Proxy and in their discretion as to other matters as described in the accompanying Proxy Statement and as to any other business that may lawfully come before the meeting, (ii) confirms all that those proxies may lawfully do by virtue of their appointments, and (iii) revokes any proxy appointments as to those shares previously given by the undersigned. Please sign exactly as your name appears on the reverse side. When shares are held by joint tenants, both tenants should sign. When signing as an attorney, executor, administrator, trustee or guardian, please give your full title in that capacity. If you are signing on behalf of a corporation, please sign in full corporate name and as the president or as another authorized officer, as applicable. If you are signing on behalf of a partnership, please sign in partnership name as an authorized signatory. The shares represented by this Proxy will be voted as directed by the undersigned. If no direction is given when the duly executed Proxy is returned, those shares will be voted “FOR” all the Nominees in Proposal 1 and “FOR” Proposals 2 and 3. The undersigned understands that this Proxy confers discretionary authority with respect to matters not known or determined at the time of the mailing of the notice of the meeting to the undersigned. This Proxy is revocable at or at any time prior to the meeting. Please sign and return this Proxy to: Proxy Services, C/O Computershare Investor Services, P.O. Box 43102, Providence, RI 02940-5068. (Please date and sign on reverse) (Continued on reverse side)

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MMMMMMMMMMMM IMPORTANT ANNUAL MEETING INFORMATION MMMMMMMMM Using a black ink pen, mark your votes with an X as shown in X this example. Please do not write outside the designated areas. Annual Meeting Proxy Card q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A Proposals — The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2 and 3. 1. Election of Directors: For Withhold For Withhold For Withhold + 01—John J. Huntz 02—Dan J. Lautenbach 03—Thomas E. Noonan For Against Abstain For Against Abstain 2. Non-binding resolution to approve the compensation of the 3. Ratification of the appointment of Ernst & Young LLP Company’s named executive officers. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013. B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. 1UP X 1613842 + 01MCLC

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q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy – Manhattan Associates, Inc. 2300 Windy Ridge Parkway Tenth Floor Atlanta, Georgia 30339 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS By this Proxy, the undersigned (i) appoints Eddie Capel and Bruce S. Richards, and each of them, with full power of substitution, as their proxy to represent and vote all the shares of Common Stock of Manhattan Associates, Inc. held of record by the undersigned on March 29, 2013, at the annual meeting of Shareholders to be held on May 16, 2013 or any adjournment of that meeting, as designated on the reverse side of this Proxy and in their discretion as to other matters as described in the accompanying Proxy Statement and as to any other business that may lawfully come before the meeting, (ii) confirms all that those proxies may lawfully do by virtue of their appointments, and (iii) revokes any proxy appointments as to those shares previously given by the undersigned. Please sign exactly as your name appears on the reverse side. When shares are held by joint tenants, both tenants should sign. When signing as an attorney, executor, administrator, trustee or guardian, please give your full title in that capacity. If you are signing on behalf of a corporation, please sign in full corporate name and as the president or as another authorized officer, as applicable. If you are signing on behalf of a partnership, please sign in partnership name as an authorized signatory. The shares represented by this Proxy will be voted as directed by the undersigned. If no direction is given when the duly executed Proxy is returned, those shares will be voted “FOR” all the Nominees in Proposal 1 and “FOR” Proposals 2 and 3. The undersigned understands that this Proxy confers discretionary authority with respect to matters not known or determined at the time of the mailing of the notice of the meeting to the undersigned. This Proxy is revocable at or at any time prior to the meeting. Please sign and return this Proxy to: Proxy Services, C/O Computershare Investor Services, P.O. Box 43102, Providence, RI 02940-5068. (Please date and sign on reverse) (Continued on reverse side)