{"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","headline":"SPS Commerce CFO enters Executive Severance Plan; shareholders approve charter amendment for officer exculpation","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001092699-24-000050","json":"https://secwatch.observer/filing/0001092699-24-000050.json","markdown":"https://secwatch.observer/filing/0001092699-24-000050.md","text":"https://secwatch.observer/filing/0001092699-24-000050.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1092699/000109269924000050/0001092699-24-000050-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1092699/000109269924000050/spsc-20240516.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-01T18:59:29.423969+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"bb06572839deaac72e6baf3b059d722dd42ed672","claim":"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).","evidence_excerpt":"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\")","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1092699/000109269924000050/0001092699-24-000050-index.htm","confidence":0.9},{"claim_id":"273a394621ddf7ff1485a2e6664e893c790e51c9","claim":"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.","evidence_excerpt":"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 —","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1092699/000109269924000050/0001092699-24-000050-index.htm","confidence":0.99},{"claim_id":"740655a9432b0e78371b931c2cec9aa7193fc79c","claim":"SPS COMMERCE INC shareholders approved Election of Directors at the 2024-05-16 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1092699/000109269924000050/0001092699-24-000050-index.htm","confidence":0.99},{"claim_id":"ad9620b3cab4b881afece1d96bb91ae34fcade69","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1092699/000109269924000050/0001092699-24-000050-index.htm","confidence":0.99},{"claim_id":"e7e4a1ea995f162452b3cfe6f529e2627619a844","claim":"SPS COMMERCE INC shareholders approved Advisory Approval of the Compensation of Named Executive Officers at the 2024-05-16 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1092699/000109269924000050/0001092699-24-000050-index.htm","confidence":0.99}],"comparable_filings":[{"accession":"0001682852-26-000101","ticker":"MRNA","company_name":"Moderna, Inc.","filed_at":"2026-05-11T23:59:59+00:00","headline":"Moderna amends bylaws for federal forum exclusivity; stockholders re-elect directors","event_type":"other_material","sec_items":["5.03","5.07","9.01"],"materiality_score":0.2,"calibrated_materiality_score":0.2,"match_reasons":["same fact type: governance_change, shareholder_vote","same SEC item: 5.03, 5.07, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001682852-26-000101","json":"https://secwatch.observer/filing/0001682852-26-000101.json","markdown":"https://secwatch.observer/filing/0001682852-26-000101.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1682852/000168285226000101/0001682852-26-000101-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1682852/000168285226000101/mrna-20260506.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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\")","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1092699/000109269924000050/0001092699-24-000050-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1682852/000168285226000101/0001682852-26-000101-index.htm"}},{"accession":"0001193125-26-214945","ticker":"MAN","company_name":"ManpowerGroup Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"ManpowerGroup declares $0.72 dividend; shareholders approve equity plan amendment and director removal without cause","event_type":"other_material","sec_items":["5.02","5.03","5.07","8.01","9.01"],"materiality_score":0.35,"calibrated_materiality_score":0.35,"match_reasons":["same fact type: governance_change","same SEC item: 5.02, 5.03, 5.07, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-214945","json":"https://secwatch.observer/filing/0001193125-26-214945.json","markdown":"https://secwatch.observer/filing/0001193125-26-214945.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/871763/000119312526214945/0001193125-26-214945-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/871763/000119312526214945/man-20260508.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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\")","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1092699/000109269924000050/0001092699-24-000050-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/871763/000119312526214945/0001193125-26-214945-index.htm"}},{"accession":"0000790816-26-000019","ticker":null,"company_name":"BRANDYWINE OPERATING PARTNERSHIP, L.P.","filed_at":"2026-06-01T20:30:42+00:00","headline":"Brandywine extends revolver maturity to Dec 2026; shareholders OK 5M share increase for LTIP","event_type":"other_material","sec_items":["1.01","2.03","5.02","5.07","9.01"],"materiality_score":0.4,"calibrated_materiality_score":0.4,"match_reasons":["same fact type: shareholder_vote","same SEC item: 5.02, 5.07, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000790816-26-000019","json":"https://secwatch.observer/filing/0000790816-26-000019.json","markdown":"https://secwatch.observer/filing/0000790816-26-000019.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1060386/000079081626000019/0000790816-26-000019-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/790816/000079081626000019/bdn-20260528.htm"},"side_by_side_evidence":{"fact_type":"shareholder_vote","source_excerpt":"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 —","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1092699/000109269924000050/0001092699-24-000050-index.htm","comparable_excerpt":"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","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1060386/000079081626000019/0000790816-26-000019-index.htm"}},{"accession":"0000098362-26-000035","ticker":"TKR","company_name":"TIMKEN CO","filed_at":"2026-05-08T23:59:59+00:00","headline":"Timken enters retention agreement with EVP Hansal Patel through June 2028","event_type":"other_material","sec_items":["5.02","5.07","9.01"],"materiality_score":0.3,"calibrated_materiality_score":0.3,"match_reasons":["same fact type: shareholder_vote","same SEC item: 5.02, 5.07, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000098362-26-000035","json":"https://secwatch.observer/filing/0000098362-26-000035.json","markdown":"https://secwatch.observer/filing/0000098362-26-000035.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/98362/000009836226000035/0000098362-26-000035-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/98362/000009836226000035/tkr-20260508.htm"},"side_by_side_evidence":{"fact_type":"shareholder_vote","source_excerpt":"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 —","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1092699/000109269924000050/0001092699-24-000050-index.htm","comparable_excerpt":"(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","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/98362/000009836226000035/0000098362-26-000035-index.htm"}},{"accession":"0001065696-26-000036","ticker":"LKQ","company_name":"LKQ CORP","filed_at":"2026-05-08T23:59:59+00:00","headline":"LKQ stockholders approve 25% special meeting right; all director nominees elected","event_type":"other_material","sec_items":["5.03","5.07","9.01"],"materiality_score":0.4,"calibrated_materiality_score":0.4,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 5.07, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001065696-26-000036","json":"https://secwatch.observer/filing/0001065696-26-000036.json","markdown":"https://secwatch.observer/filing/0001065696-26-000036.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1065696/000106569626000036/0001065696-26-000036-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1065696/000106569626000036/lkq-20260506.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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\")","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1092699/000109269924000050/0001092699-24-000050-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1065696/000106569626000036/0001065696-26-000036-index.htm"}},{"accession":"0001140361-26-020041","ticker":"ENTG","company_name":"ENTEGRIS INC","filed_at":"2026-05-08T23:59:59+00:00","headline":"Entegris shareholders eliminate supermajority voting; all directors elected","event_type":"other_material","sec_items":["5.03","5.07","9.01"],"materiality_score":0.3,"calibrated_materiality_score":0.3,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 5.07, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-020041","json":"https://secwatch.observer/filing/0001140361-26-020041.json","markdown":"https://secwatch.observer/filing/0001140361-26-020041.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1101302/000114036126020041/0001140361-26-020041-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1101302/000114036126020041/ef20072733_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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\")","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1092699/000109269924000050/0001092699-24-000050-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1101302/000114036126020041/0001140361-26-020041-index.htm"}},{"accession":"0001104659-26-057271","ticker":"TCMD","company_name":"TACTILE SYSTEMS TECHNOLOGY INC","filed_at":"2026-05-07T23:59:59+00:00","headline":"Tactile Systems shareholders approve director removal amendment, re-elect all directors","event_type":"other_material","sec_items":["5.03","5.07","9.01"],"materiality_score":0.3,"calibrated_materiality_score":0.3,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 5.07, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057271","json":"https://secwatch.observer/filing/0001104659-26-057271.json","markdown":"https://secwatch.observer/filing/0001104659-26-057271.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1027838/000110465926057271/0001104659-26-057271-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1027838/000110465926057271/tm2613832d1_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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\")","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1092699/000109269924000050/0001092699-24-000050-index.htm","comparable_excerpt":"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”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1027838/000110465926057271/0001104659-26-057271-index.htm"}},{"accession":"0000883948-26-000051","ticker":"AUB","company_name":"Atlantic Union Bankshares Corp","filed_at":"2026-05-06T23:59:59+00:00","headline":"Atlantic Union shareholders approve removal of supermajority voting requirements","event_type":"other_material","sec_items":["5.03","5.07","9.01"],"materiality_score":0.3,"calibrated_materiality_score":0.3,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 5.07, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000883948-26-000051","json":"https://secwatch.observer/filing/0000883948-26-000051.json","markdown":"https://secwatch.observer/filing/0000883948-26-000051.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/883948/000088394826000051/0000883948-26-000051-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/883948/000088394826000051/aub-20260505x8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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\")","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1092699/000109269924000050/0001092699-24-000050-index.htm","comparable_excerpt":"The Amended and Restated Articles were effective on May 6, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/883948/000088394826000051/0000883948-26-000051-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}