8-K
SPS COMMERCE INC false 0001092699 0001092699 2021-05-19 2021-05-19

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

May 19, 2021

Date of report (Date of earliest event reported)

 

 

SPS COMMERCE, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-34702   41-2015127
(State of
Incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

333 South Seventh Street, Suite 1000
Minneapolis, MN
  55402
(Address of Principal Executive Offices)   (Zip Code)

(612) 435-9400

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common stock, par value $0.001 per share   SPSC  

The Nasdaq Stock Market LLC

(Nasdaq Global Market)

Indicate by check mark whether the registrant is an emerging growth company 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 19, 2021, SPS Commerce, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders and the Company’s stockholders voted on the following matters:

Election of Directors

The following nominees were elected to serve as directors for a term that will last until the Company’s 2022 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

Archie Black

   31,608,700    950,098    16,405    1,100,694

James Ramsey

   27,513,651    5,044,895    16,657    1,100,694

Marty Reaume

   32,116,300    441,694    17,209    1,100,694

Tami Reller

   31,749,035    809,283    16,885    1,100,694

Philip Soran

   31,988,094    570,036    17,073    1,100,694

Anne Sempowski Ward

   32,214,891    343,658    16,654    1,100,694

Sven Wehrwein

   31,865,307    666,310    43,586    1,100,694

Ratification of the Selection of KPMG LLP as the Company’s Independent Auditor for 2021

The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021 by voting as follows:

 

            For            

 

Against

 

Abstain

 

Broker Non-Votes

33,192,556

  477,292   6,049   0

Advisory Vote on Approval of the Compensation of the Company’s 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:

 

            For            

 

Against

 

Abstain

 

Broker Non-Votes

31,418,451

  1,123,860   32,892   1,100,694


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.

 

    SPS COMMERCE, INC.  
Date: May 24, 2021     By:  

/s/ KIMBERLY K. NELSON

 
      Kimberly K. Nelson  
      Executive Vice President and Chief Financial Officer