8-K
filed May 16, 2024, 7:59 PM ET
ticker SPSC
CIK 0001092699
other material
confidence high
sentiment neutral
materiality 0.35
SPS Commerce CFO enters Executive Severance Plan; shareholders approve charter amendment for officer exculpation
SPS COMMERCE INC
- CFO Kimberly Nelson designated as participant in Executive Management Team Severance Plan; prior severance agreement terminated.
- Severance: 1x salary + prorated bonus + 12 months health (pre-CIC); 1.5x salary + prorated bonus + 18 months health (CIC-related).
- Stockholders approved amendment to certificate of incorporation to allow officer exculpation under Delaware law.
- Annual meeting: all 7 director nominees elected, KPMG ratified, advisory say-on-pay approved, charter amendment passed.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
SPS COMMERCE INC: Stockholders approved an amendment to the Ninth Amended and Restated Certificate of Incorporation to allow for exculpation of officers as permitted by Delaware Law (effective 2024-05-16).
- Change
- charter amendment
- Effective
- 2024-05-16
Exact text from the filing
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")
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
SPS COMMERCE INC shareholders approved Ratification of the Selection of KPMG LLP as Independent Auditor for the Year Ending 2024 at the 2024-05-16 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2024-05-16
Exact text from the filing
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 —
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
SPS COMMERCE INC shareholders approved Election of Directors at the 2024-05-16 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2024-05-16
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
SPS COMMERCE INC shareholders approved 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 at the 2024-05-16 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2024-05-16
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
SPS COMMERCE INC shareholders approved Advisory Approval of the Compensation of Named Executive Officers at the 2024-05-16 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2024-05-16
Exact text from the filing
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
View on SEC.gov
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