Manhattan Associates Inc 8-K, filed May 11, 2023
Manhattan Associates Inc (MANH)
About this 8-K
Manhattan Associates Inc filed this 8-K on May 11, 2023.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On Thursday, May 11, 2023, Manhattan Associates, Inc., a Georgia corporation (the “Company”), held the Company’s 2023 Annual Meeting of Shareholders (the “Annual Meeting”) in Atlanta, Georgia. As of the record date, March 17, 2023, there were 62,045,670 shares of common stock entitled to vote at the Annual Meeting. There were present at the Annual Meeting, in person or by proxy, holders of 59,156,172 shares, representing approximately 95% of the common stock entitled to vote at the Annual Meeting.
The matters considered and voted on by the Company’s shareholders at the Annual Meeting, the votes cast for, or against, and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below:
Proposals |
Term Expires |
Number of Votes |
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For |
Against |
Abstained |
Broker Non-Votes |
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1. Election of Class I Directors |
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Eddie Capel |
2026 |
54,913,931 |
2,275,787 |
65,527 |
1,900,927 |
Charles E. Moran |
2026 |
46,616,262 |
10,569,806 |
69,177 |
1,900,927 |
The nominees for Class II Directors were elected, and each received the affirmative vote of a majority of the votes cast.
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Number of Votes |
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For |
Against |
Abstained |
Broker Non-Votes |
2. Non-binding resolution to approve the compensation of the Company’s named executive officers. |
54,979,079 |
2,210,244 |
65,922 |
1,900,927 |
The Company’s shareholders approved proposal 2 set forth above.
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Number of Votes |
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1 Year |
2 Years |
3 Years |
Abstain |
3. Non-binding resolution to determine the frequency of future advisory votes to approve the compensation of the Company’s named executive officers. |
56,180,625 |
6,017 |
1,003,737 |
64,866 |
The Company’s shareholders recommended a frequency of every 1 year for proposal 3 set forth above. Consistent with the results of the shareholder advisory vote on proposal 3, the Company's Board of Directors has determined that the Company will hold future shareholder advisory votes on executive compensation on an annual basis until the next shareholder advisory vote on the frequency of such advisory votes.
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Number of Votes |
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For |
Against |
Abstained |
Broker Non-Votes |
4. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. |
57,435,463 |
1,655,497 |
65,212 |
0 |
The Company’s shareholders approved proposal 4 set forth above.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Manhattan Associates, Inc. |
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Date: |
May 11, 2023 |
By: |
/s/ Bruce S. Richards |
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Senior Vice President, Chief Legal Officer and Secretary |