SPS Commerce Inc. filed SEC Form 8-K: Leadership Update
$SPSC
Computer Software: Prepackaged Software
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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.
On February 25, 2025, the Board of Directors (the “Board”) of SPS Commerce, Inc. (the “Company”) approved an increase in the size of the Board from seven to eight members and appointed Razat Gaurav as a director, effective March 6, 2025, to fill the vacancy created by the increase in the size of the Board. Mr. Gaurav will serve as a director until the 2025 annual meeting of stockholders and until his successor is elected and qualified, or until his earlier death, resignation, or removal.
The Board determined that Mr. Gaurav qualifies as an independent director pursuant to the listing standards of the Nasdaq Stock Market and the rules of the U.S. Securities and Exchange Commission (the “SEC”). No determination has been made by the Board as to any committee assignments for Mr. Gaurav. Mr. Gaurav will receive compensation for his service in accordance with the Company’s non-employee director compensation program described under “Director Compensation” and will enter into the Company’s standard indemnification agreement described under “Director Indemnification Agreement,” each as set forth in the Company’s Proxy Statement filed with the SEC on April 4, 2024.
There are no arrangements or understandings between Mr. Gaurav and any other persons pursuant to which Mr. Gaurav was selected as a director of the Company. There are no relationships or related transactions between Mr. Gaurav or any member of his immediate family and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
On February 25, 2025, James Ramsey, an independent member of the Board, advised the Company that he will not stand for re-election to the Board at the Company’s 2025 annual meeting of stockholders and intends to retire from the Board at that time. Mr. Ramsey has been a member of the Board since 2014 and currently serves on the Governance & Nominating Committee and the Finance & Strategy Committee. Mr. Ramsey’s decision to retire was not the result of any disagreement with the Company or management, and he will continue in his role as director until the 2025 annual meeting of stockholders.
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.
| SPS COMMERCE, INC. | ||||||||
| Date: February 26, 2025 | By: | /s/ KIMBERLY NELSON | ||||||
| Kimberly Nelson | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||