Manhattan Associates Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
CEO Succession
On February 10, 2025, Manhattan Associates, Inc. (the “Company”) announced that, after a significant search process, the Board of Directors elected Mr. Eric A. Clark to succeed Mr. Eddie Capel as President and Chief Executive Officer of the Company, to be effective February 12, 2025. The Board also increased the size of the Board from eight to nine members and appointed Mr. Clark to serve as a Class II Board member. Mr. Capel will assume the office of Executive Vice-Chairman of the Board.
Most recently, since April 2024, Mr. Clark has served as Chief Executive Officer of NTT Data North America, a technology consulting, digital transformation and IT infrastructure company, and prior to that, since September 2022, as Chief Executive Officer of NTT Ltd. Americas, another NTT Data group technology services company that combined with NTT Data North America in 2024. Prior to that, he served as Chief Digital and Strategy Officer for NTT Data Services. Before joining NTT, Mr. Clark served as Senior Vice President and Managing Director, Global Services, at ServiceNow, a business management software company, from 2016 to 2018, and from 2012 to 2016 in various Vice President roles with IT services business Dell Services (acquired by NTT in 2016), including most recently as Vice President, Global Commercial Industries. Before joining Dell, he served in various leadership roles with IT company Hewlett-Packard, including most recently as Global Vice President, Application Innovation Services.
The Company expects Mr. Clark to enter into an employment agreement with the Company substantially in the form of the Company’s standard at-will executive employment agreement filed as Exhibit 10.1 and incorporated by reference into this Form 8-K (the “Agreement”). Mr. Clark’s compensation includes: an initial annual base salary of $800,000; a target opportunity under the Company’s annual cash bonus plan equal to $800,000; a cash signing bonus of $3 million payable in three equal installments on February 14, 2025, July 14, 2025 and February 14, 2026; and an initial grant of service-based restricted stock units under the Company’s equity incentive plan with a value at grant equal to $8 million, with $2.6 million vesting on February 14, 2025, $2.2 million vesting on each of February 14, 2026, and February 14, 2027, and the remaining $1 million vesting on February 14, 2028.
The following summary of certain other terms of the Agreement are standard terms and conditions of the Company’s form of at-will executive employment agreement.
Mr. Clark will be eligible for equity awards that reflect his position, duties, and responsibilities with the Company and will be eligible to participate in all other benefit plans, programs, and arrangements generally available to executives of the Company. The Company may increase his initial base salary and adjust his target cash bonus opportunity at the Board’s or the Board Compensation Committee’s discretion. The Board or Compensation Committee will determine the amount and type of any future equity incentives in their discretion.
Either the Company or Mr. Clark may terminate his employment under the Agreement at any time. If the Company terminates his employment for reasons other than death, disability or “cause” (as defined in the Agreement), or if Mr. Clark terminates his employment for “constructive termination” (as defined in the Agreement), he will be entitled to severance payments equal to continuation of his base salary for twelve months and twelve months of COBRA coverage for family medical and dental benefits. In addition, if his termination under the circumstances described in the preceding sentence occurs on or within 24 months following a “change of control” (as defined in the Agreement), he 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 him 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 him without cause, or he experiences a “constructive termination” (as defined in the Agreement), then any outstanding unvested equity awards (or the substituted equity awards) will fully vest. In general, the Agreement limits severance payments so that he will not receive any “parachute payment” as described in Section 280G of the Internal Revenue Code of 1986, as amended. The Agreement requires him to provide the Company with a general release of all claims to receive any severance payments or benefits.
The Agreement contains provisions requiring Mr. Clark to protect the Company’s proprietary and confidential information. In addition, through the twelve-month anniversary date of his termination of employment (or, if later, the last date any severance payments are due), he agrees not to (i) solicit or accept business from the Company’s customers or customer prospects with whom they had material contact for the purpose of performing a competing business, (ii) solicit or hire away the Company’s employees, (iii) perform, or supervise, manage or provide consulting or advice regarding the performance of, duties the same as or similar to those he performed for the Company during the 24 months prior to termination, for a competing business owned by any of a designated group of companies, or (iv) serve on the board of directors (or similar oversight body) for any of those same designated companies. Mr. Clark also agrees to assign to the Company all patents, inventions, copyrights and other intellectual property that he develops during his employment.
The Company also expects Mr. Clark to enter into the Company’s standard form of director and officer indemnification agreement, substantially in the form filed as Exhibit 10.2 and incorporated by reference to this Form 8-K, pursuant to which the Company will indemnify him to the fullest extent permitted by law with respect to claims against him arising out of his service as an officer, director or employee of the Company.
Reclassification of Existing Director
Also effective February 12, 2025, the Board has reclassified Class II Board member Ms. Linda T. Hollembaek as a Class I Board member, with a term expiring in 2026.
Item 7.01 Regulation FD Disclosure.
On February 10, 2025, the Company issued a press release announcing the succession of Mr. Clark as President and Chief Executive Officer of the Company. The press release is furnished with this Form 8-K as Exhibit 99.1. Pursuant to General Instruction B.2 of Form 8-K, this exhibit is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description |
10.1 |
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10.2 |
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99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
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Manhattan Associates, Inc. |
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Date: |
February 10, 2025 |
By: |
/s/ Bruce S. Richards |
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Senior Vice President, Chief Legal Officer and Secretary |