Manhattan Associates Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Leadership Update, Financial Statements and Exhibits
United States
Securities And Exchange Commission
Washington, DC 20549
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CURRENT REPORT
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Item 2.02 Results of Operations and Financial Condition.
On April 22, 2025, Manhattan Associates, Inc. (“we”, “our”, or the “Company”) issued a press release providing its financial results for the three months ended March 31, 2025. A copy of this press release is attached 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.
Non-GAAP Financial Measures in the Press Release
The press release includes, as additional information regarding our operating results, our adjusted operating income and margin, adjusted income tax provision, adjusted net income and adjusted diluted earnings per share (collectively, “adjusted results”), which exclude the impact of equity-based compensation, expense related to an unusual health insurance claim, net of insurance recoveries, restructuring expense, and related income tax effects. We have excluded these expenses from our internal assessment of our operating performance.
These various measures are not in accordance with, or alternatives for, financial measures calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) and may be different from similarly titled non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be used as a substitute for, or considered superior to, measures of financial performance prepared in accordance with GAAP.
Non-GAAP measures used in the press release exclude the impact of the items described above for the following reasons:
We assess our operating performance using these adjusted measures and believe our peers also typically present non-GAAP results similarly adjusted. Further, we rely on adjusted results as primary measures to review and assess the operating performance of our management team in connection with our executive compensation and bonus plans.
Management refers to adjusted results in making operating decisions because we believe they provide meaningful supplemental information regarding our operational performance and our ability to invest in research and development and fund capital expenditures and acquisitions. In addition, adjusted results facilitate management’s internal comparisons to our historical operating results and comparisons to competitors’ operating results.
We similarly believe reporting adjusted results facilitates investors’ understanding of our historical operating trends because it provides supplemental measurement information in evaluating the operating results of our business. We also believe that adjusted results provide a basis for comparisons to
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other companies in the industry and enable investors to evaluate our operating performance in a manner consistent with our internal basis of measurement.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of New Director
On April 16, 2025, the Board of Directors (the “Board”) of the Company elected Ms. Danielle Sheer to serve as a member of the Board, as a Class II director, and appointed her to serve on the Nomination and Governance Committee, both effective as of May 13, 2025. Ms. Sheer initially will serve the remainder of the term of co-founder and long-term director Mr. Deepak Raghavan, who is retiring as of May 13, 2025.
Ms. Sheer, 44, serves as the Chief Trust Officer of Commvault (NASDAQ: CVLT), a leader in cyber resilience and data protection. She leads the company’s business development, corporate development, cybersecurity, and governance programs. Previously, Ms. Sheer served as Chief Legal Officer of Bottomline Technologies (NASDAQ: EPAY), a leading provider of financial technology for business payments. Bottomline sold to private equity firm Thoma Bravo in a take-private transaction. Prior to Bottomline, Ms. Sheer led Carbonite through its initial public offering and NASDAQ listing in 2011 (NASDAQ: CARB), successfully defending against patent troll litigations, a hostile takeover attempt and activist shareholders. Carbonite sold to OpenText in a take-private transaction (NASDAQ: OTEX). Ms. Sheer currently serves on the Board of Directors of Beth Israel Deaconess Medical Center, a world-class teaching hospital of Harvard Medical School; as Global Chair of the L Suite, a private community of high-tech Chief Legal Officers; and Linksquares, an AI-powered CLM solution. She also serves on advisory boards for BreachRX, a cyber incident response management platform; and Formally, an AI-driven platform that streamlines the U.S. immigration process. Corporate Counsel has recognized her as one of the most Innovative Women in Law, and earlier in her career by Boston Business Journal and Massachusetts Bar Association as an "Emerging Leader" and "Maverick of the Year" for Women in Business. She holds a J.D. from Georgetown University Law Center and a B.A. from George Washington University.
Ms. Sheer will receive compensation in accordance with the Company’s existing compensation policy for non-employee directors. Ms. Sheer was not elected pursuant to any arrangement or understanding between her and any other person. Ms. Sheer has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
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.
By: /s/ Dennis B. Story
Dennis B. Story
Executive Vice President, Chief Financial Officer and Treasurer
Dated: April 22, 2025
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