Tyler Technologies Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Computer Software: Prepackaged Software
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
_____________________________________________
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (City) | (State) | (Zip code) | ||||||||
(972 ) 713-3700
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 6, 2025, Tyler Technologies, Inc. held its annual meeting of stockholders. The results of the matters voted on at the meeting were as follows:
With respect to the election of directors, shares were voted as follows:
| Nominee | Votes For | Votes Withheld | Broker Non-votes | |||||||||||||||||
| Glenn A. Carter | 34,455,480 | 2,671,743 | 2,633,336 | |||||||||||||||||
| Margot L. Carter | 36,264,194 | 863,029 | 2,633,336 | |||||||||||||||||
| Brenda A. Cline | 35,902,303 | 1,224,920 | 2,633,336 | |||||||||||||||||
| Ronnie D. Hawkins, Jr. | 37,035,426 | 91,797 | 2,633,336 | |||||||||||||||||
| John S. Marr, Jr. | 36,183,358 | 943,865 | 2,633,336 | |||||||||||||||||
| H. Lynn Moore, Jr. | 36,683,568 | 443,655 | 2,633,336 | |||||||||||||||||
| Daniel M. Pope | 36,872,552 | 254,671 | 2,633,336 | |||||||||||||||||
| Andrew D. Teed | 37,036,144 | 91,079 | 2,633,336 | |||||||||||||||||
With respect to the approval of an advisory resolution on our executive compensation, shares were voted as follows:
| Votes For | Votes Against | Abstentions | Broker Non-votes | |||||||||||||||||||||||
| 36,629,518 | 435,731 | 61,974 | 2,633,336 | |||||||||||||||||||||||
With respect to the ratification of Ernst & Young LLP as our independent auditors for fiscal year 2025, shares were voted as follows:
| Votes For | Votes Against | Abstentions | ||||||||||||||||||
| 37,519,790 | 2,208,517 | 32,252 | ||||||||||||||||||
With respect to the shareholder proposal regarding political spending, shares were voted as follows:
| Votes For | Votes Against | Abstentions | Broker Non-votes | |||||||||||||||||||||||
| 9,718,107 | 27,154,449 | 254,667 | 2,633,336 | |||||||||||||||||||||||
With respect to the approval of the amendment to the Restated Certificate of Incorporation to remove supermajority voting standards in Article Ninth of the Certificate, shares were voted as follows:
| Votes For | Votes Against | Abstentions | Broker Non-votes | |||||||||||||||||||||||
| 37,056,096 | 62,099 | 9,028 | 2,633,336 | |||||||||||||||||||||||
With respect to the approval of the amendment to the Restated Certificate of Incorporation to remove supermajority voting standards in Article Twelfth of the Certificate, shares were voted as follows:
| Votes For | Votes Against | Abstentions | Broker Non-votes | |||||||||||||||||||||||
| 37,052,952 | 64,285 | 9,986 | 2,633,336 | |||||||||||||||||||||||
With respect to the approval of the amendment to the written consent right in the Restated Certificate of Incorporation to incorporate existing corresponding provisions in the Company's Bylaws, shares were voted as follows:
| Votes For | Votes Against | Abstentions | Broker Non-votes | |||||||||||||||||||||||
| 36,278,806 | 824,795 | 23,622 | 2,633,336 | |||||||||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| Exhibit 104 | Cover Page Interactive Data File (embedded in 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.
| TYLER TECHNOLOGIES, INC. | |||||||||||
| /s/ Brian K. Miller | |||||||||||
| By: | Brian K. Miller Executive Vice President and Chief Financial Officer (principal financial officer) | ||||||||||