United States
Securities And Exchange Commission
Washington, DC 20549
______________
FORM 8-K
______________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 17, 2018
Manhattan Associates, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Georgia |
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0-23999 |
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58-2373424 |
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(State or Other Jurisdiction of |
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(Commission |
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(I.R.S. Employer |
2300 Windy Ridge Parkway, Tenth Floor, Atlanta, Georgia
30339
(Address of Principal Executive Offices)
(Zip Code)
(770) 955-7070
(Registrant’s telephone number, including area code)
NONE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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. ☐
On Thursday, May 17, 2018, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”) in Atlanta, Georgia. As of the record date, March 21, 2018, there were 66,819,431 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 62,371,278 shares, representing approximately 93.34% of the common stock entitled to vote at the Annual Meeting.
The matters considered and voted on by the Company’s shareholders at the Annual Meeting, the votes cast for, withheld or against, and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below:
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Proposals |
Term Expires |
Number of Votes |
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For |
Against |
Abstained |
Broker Non-Votes |
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1. Election of Class II Directors |
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Deepak Raghavan |
2021 |
45,404,313 |
13,539,516 |
255,223 |
3,172,226 |
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Edmond I. Eger III |
2021 |
58,890,994 |
251,899 |
56,159 |
3,172,226 |
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Linda T. Hollembaek |
2021 |
58,957,693 |
185,674 |
55,685 |
3,172,226 |
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 |
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2. Non-binding resolution to approve the compensation of the Company’s named executive officers. |
57,471,457 |
1,603,541 |
124,054 |
3,172,226 |
The Company’s shareholders approved proposal 2 set forth above.
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Number of Votes |
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For |
Against |
Abstained |
Broker Non-Votes |
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3. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.
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61,651,569 |
660,567 |
59,142 |
0 |
The Company’s shareholders approved proposal 3 set forth above.
1
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Manhattan Associates, Inc.
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By: |
/s/ Bruce S. Richards |
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Bruce S. Richards |
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Senior Vice President, Chief Legal Officer |
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and Secretary |
Dated: May 17, 2018