SPS Commerce Inc. filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$SPSC
Computer Software: Prepackaged Software
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
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(612 ) 435-9400
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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 May 16, 2024, the Compensation and Talent Committee of the Board of Directors of SPS Commerce, Inc. (the "Company") designated Kimberly Nelson, the Company’s Executive Vice President and Chief Financial Officer, as a participant in the SPS Commerce, Inc. Executive Management Team Severance Plan (the “Severance Plan”). In connection with such designation, the Amended and Restated Executive Severance and Change in Control Agreement between the Company and Ms. Nelson was terminated.
The Severance Plan provides for certain payments and benefits to participants in the event of certain specified terminations of employment, including a termination of employment in connection with a change in control of the Company. Payments and benefits under the Severance Plan are conditional upon the execution of release and continued compliance with applicable restrictive covenant agreements.
As more specifically set forth in the Severance Plan, each participant is entitled to receive certain severance benefits in the event the participant’s employment is terminated by the Company other than for Cause (as defined in the Severance Plan) or by the participant for Good Reason (as defined in the Severance Plan) (such types of terminations, a “Qualifying Severance Event”). If a Qualifying Severance Event occurs prior to a Change in Control (as defined in the Severance Plan), the Company will pay the participant: (i) one times the participant’s annualized base salary; (ii) one times the participant’s target annual incentive bonus on a pro-rata basis; and (iii) an amount equal to 12 months of premium costs for health, dental and vision coverage. If a Qualifying Severance Event occurs on or within 12 months following a Change in Control, the Company will pay the participant: (i) 1.5 times the participant’s annualized base salary; (ii) 1.5 times the participant’s target annual incentive bonus on a pro-rata basis; and (iii) an amount equal to 18 months of premium costs for health, dental and vision coverage.
The foregoing description of the Severance Plan is a summary, does not purport to be complete and is qualified in its entirety by reference to the Severance Plan, which is attached as Exhibit 10.1 to this report and is incorporated herein by reference.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As reported below in Item 5.07, on May 16, 2024, the stockholders of the Company approved an amendment to the Company's Ninth Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to allow for exculpation of officers, as permitted by Delaware Law (the "Amendment"). The Amendment, which was included as Item 4 in the Company's proxy statement for its 2024 Annual Meeting of Stockholders filed with the Securities and Exchange Commission, became effective on May 16, 2024 upon filing of a Certificate of Amendment to the Certificate of Incorporation ("Certificate of Amendment") with the Secretary of State of the State of Delaware.
A copy of the Company's Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 16, 2024, the Company held its 2024 Annual Meeting of Stockholders and the Company's stockholders voted on the following matters:
1.Election of Directors
The following nominees were elected to serve as directors for a term that will last until the Company’s 2025 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. The voting with respect to the election of directors was as follows:
| Nominee | Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Chad Collins | 34,047,800 | 238,521 | 32,151 | 1,049,044 | ||||||||||||||||||||||
| James Ramsey | 32,663,535 | 1,622,490 | 32,447 | 1,049,044 | ||||||||||||||||||||||
| Marty Reaume | 32,881,892 | 1,404,241 | 32,339 | 1,049,044 | ||||||||||||||||||||||
| Tami Reller | 34,082,110 | 204,041 | 32,321 | 1,049,044 | ||||||||||||||||||||||
| Philip Soran | 33,216,447 | 1,069,458 | 32,567 | 1,049,044 | ||||||||||||||||||||||
| Anne Sempowski Ward | 32,706,926 | 1,577,711 | 33,835 | 1,049,044 | ||||||||||||||||||||||
| Sven Wehrwein | 32,072,702 | 2,213,276 | 32,494 | 1,049,044 | ||||||||||||||||||||||
2. Ratification of the Selection of KPMG LLP as Independent Auditor for the Year Ending 2024
The Company’s stockholders ratified the appointment of KPMG LLP to serve as the independent auditor for the year ending December 31, 2024 by voting as follows:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 33,461,859 | 1,891,680 | 13,977 | — | |||||||||||||||||
3. Advisory Approval of the Compensation of Named Executive Officers
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers by voting as follows:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 32,966,036 | 1,335,629 | 16,807 | 1,049,044 | |||||||||||||||||
4. Approval of an Amendment to the Ninth Amended and Restated Certificate of Incorporation of SPS Commerce, Inc. to allow for exculpation of officers as permitted by Delaware Law
The Company's stockholders approved the proposal to amend the Company's Ninth Amended and Restated Certificate of Incorporation to allow for exculpation of officers as permitted by Delaware Law by voting as follows:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 30,395,221 | 3,889,778 | 33,473 | 1,049,044 | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit | ||||
| 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.
| SPS COMMERCE, INC. | ||||||||
Date: May 16, 2024 | By: | /s/ KIMBERLY NELSON | ||||||
| Kimberly Nelson | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||