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.

item 5.02 item 5.03 item 5.07 item 9.01

Machine-readable event card

schema_version: secwatch.filing_event.v1
accession: 0001092699-24-000050
form_type: 8-K
ticker: SPSC
cik: 0001092699
company_name: SPS COMMERCE INC
filed_at: 2024-05-16T23:59:59+00:00
discovered_at: 2026-05-14T18:03:17.252324+00:00
generated_at: 2026-06-01T18:59:29.423969+00:00
sec_items: ["5.02", "5.03", "5.07", "9.01"]
event_type: other_material
sentiment: neutral
materiality_score: 0.35
calibrated_materiality_score: 0.35
confidence: high
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edgar_primary_document_url: https://www.sec.gov/Archives/edgar/data/1092699/000109269924000050/spsc-20240516.htm
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Source-grounded claims

bb06572839deaac72e6baf3b059d722dd42ed672

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).

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")

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

273a394621ddf7ff1485a2e6664e893c790e51c9

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.

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 —

SEC 8-K Item 5.07 confidence 0.99 SEC evidence

740655a9432b0e78371b931c2cec9aa7193fc79c

SPS COMMERCE INC shareholders approved Election of Directors at the 2024-05-16 meeting.

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

SEC 8-K Item 5.07 confidence 0.99 SEC evidence

ad9620b3cab4b881afece1d96bb91ae34fcade69

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.

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

SEC 8-K Item 5.07 confidence 0.99 SEC evidence

e7e4a1ea995f162452b3cfe6f529e2627619a844

SPS COMMERCE INC shareholders approved Advisory Approval of the Compensation of Named Executive Officers at the 2024-05-16 meeting.

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

SEC 8-K Item 5.07 confidence 0.99 SEC evidence

Comparable filings

MRNA

Moderna amends bylaws for federal forum exclusivity; stockholders re-elect directors

Moderna, Inc. May 11, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change, shareholder_vote same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This 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")

Comparable filing

On May 6, 2026 , the Board of Directors (the “Board”) of Moderna, Inc. (the “Company”) approved an amendment to the Company’s Second Amended and Restated By-Laws (the “By-Law Amendment”), effective immediately, to designate the federal district courts of the United States as the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, unless the Company consents in writing to the selection of an alternative forum.

Filing page SEC filing

MAN

ManpowerGroup declares $0.72 dividend; shareholders approve equity plan amendment and director removal without cause

ManpowerGroup Inc. May 8, 2026, 7:59 PM ET other_material Items 5.02, 5.03, 5.07, 8.01, 9.01

same fact type: governance_change same SEC item: 5.02, 5.03, 5.07, 9.01 same event type: other_material similar materiality

This 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")

Comparable filing

the Board of Directors of the Company amended Section 3.3 of Article III of the Company’s Amended and Restated By-Laws (the “ By-Laws Amendment ”) to permit the removal of a director with or without cause by the affirmative vote of two-thirds of the outstanding shares of capital stock of the Company entitled to vote at a meeting of shareholders duly called for such purpose. The effective date of the By-Laws Amendment is May 8, 2026.

Filing page SEC filing

BRANDYWINE OPERATING PARTNERSHIP, L.P.

Brandywine extends revolver maturity to Dec 2026; shareholders OK 5M share increase for LTIP

BRANDYWINE OPERATING PARTNERSHIP, L.P. June 1, 2026, 4:30 PM ET other_material Items 1.01, 2.03, 5.02, 5.07, 9.01

same fact type: shareholder_vote same SEC item: 5.02, 5.07, 9.01 same event type: other_material similar materiality

This 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 —

Comparable filing

PROPOSAL 2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for calendar year 2026. Votes For Votes Against Abstentions 134,853,955 7,100,190 646,621

Filing page SEC filing

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Timken enters retention agreement with EVP Hansal Patel through June 2028

TIMKEN CO May 8, 2026, 7:59 PM ET other_material Items 5.02, 5.07, 9.01

same fact type: shareholder_vote same SEC item: 5.02, 5.07, 9.01 same event type: other_material similar materiality

This 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 —

Comparable filing

(3) ratified the appointment of Ernst & Young LLP as its independent auditor for the fiscal year ending December 31, 2026; and FOR AGAINST ABSTAIN BROKER NON-VOTES 61,717,389 1,977,231 35,539 0

Filing page SEC filing

LKQ

LKQ stockholders approve 25% special meeting right; all director nominees elected

LKQ CORP May 8, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This 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")

Comparable filing

the Company’s stockholders, upon the recommendation of the Company’s board of directors (the “Board”), approved an amendment (the “Charter Amendment”) to the Company’s Restated Certificate of Incorporation to provide stockholders holding a combined 25% or more of the Company’s common stock with the right to request a special meeting of stockholders.

Filing page SEC filing

ENTG

Entegris shareholders eliminate supermajority voting; all directors elected

ENTEGRIS INC May 8, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This 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")

Comparable filing

On February 5, 2026, the Board approved the adoption of the Amended and Restated By-Laws of the Company to conform to the Second Amended and Restated Certificate of Incorporation. The Board’s approval of the Amended and Restated By-Laws was contingent upon the stockholders’ approval of the Second Amended and Restated Certificate of Incorporation. The Amended and Restated By-Laws became effective on May 7, 2026.

Filing page SEC filing

TCMD

Tactile Systems shareholders approve director removal amendment, re-elect all directors

TACTILE SYSTEMS TECHNOLOGY INC May 7, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This 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")

Comparable filing

on May 6, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation that sets forth the Amendment (the “Certificate of Amendment”).

Filing page SEC filing

AUB

Atlantic Union shareholders approve removal of supermajority voting requirements

Atlantic Union Bankshares Corp May 6, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This 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")

Comparable filing

The Amended and Restated Articles were effective on May 6, 2026.

Filing page SEC filing

Source: SEC EDGAR

accession 0001092699-24-000050

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