--- 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" generated_at: "2026-06-01T18:59:29.423969+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.35 calibrated_materiality_score: 0.35 confidence: "high" source: SEC EDGAR --- # SPS Commerce CFO enters Executive Severance Plan; shareholders approve charter amendment for officer exculpation ## Summary - 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. ## SEC filing metadata - 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 - event_type: other_material - sentiment: neutral - materiality_score: 0.35 - calibrated_materiality_score: 0.35 - confidence: high - sec_items: 5.02, 5.03, 5.07, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001092699-24-000050 - JSON: https://secwatch.observer/filing/0001092699-24-000050.json - Plain text: https://secwatch.observer/filing/0001092699-24-000050.txt ## 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_url: https://www.sec.gov/Archives/edgar/data/1092699/000109269924000050/0001092699-24-000050-index.htm - 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_url: https://www.sec.gov/Archives/edgar/data/1092699/000109269924000050/0001092699-24-000050-index.htm - 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_url: https://www.sec.gov/Archives/edgar/data/1092699/000109269924000050/0001092699-24-000050-index.htm - 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_url: https://www.sec.gov/Archives/edgar/data/1092699/000109269924000050/0001092699-24-000050-index.htm - 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_url: https://www.sec.gov/Archives/edgar/data/1092699/000109269924000050/0001092699-24-000050-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.