8-K
SPS COMMERCE INC false 0001092699 0001092699 2022-05-17 2022-05-17

 

 

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 17, 2022

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 17, 2022, SPS Commerce, Inc. (the “Company”) held its 2022 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 2023 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

     32,644,275        825,604        35,394        1,028,864  

James Ramsey

     32,065,665        1,403,471        36,137        1,028,864  

Marty Reaume

     32,014,582        1,454,227        36,464        1,028,864  

Tami Reller

     33,334,379        135,021        35,873        1,028,864  

Philip Soran

     32,900,479        568,379        36,415        1,028,864  

Anne Ward

     32,114,708        1,354,790        35,775        1,028,864  

Sven Wehrwein

     32,759,639        680,030        65,604        1,028,864  

Ratification of the Selection of KPMG LLP as the Company’s Independent Auditor for 2022

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, 2022 by voting as follows:

 

For

   Against    Abstain    Broker Non-Votes
34,253,109    271,401    9,627    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
32,622,950    870,461    11,862    1,028,864


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 17, 2022     By:  

/s/ KIMBERLY NELSON

      Kimberly Nelson
      Executive Vice President and Chief Financial Officer