UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
| (State of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
(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 |
Name of each exchange | ||
| (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 | ||||||||
Document and Entity Information |
May 19, 2021 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | SPS COMMERCE INC |
| Amendment Flag | false |
| Entity Central Index Key | 0001092699 |
| Document Type | 8-K |
| Document Period End Date | May 19, 2021 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-34702 |
| Entity Tax Identification Number | 41-2015127 |
| Entity Address, Address Line One | 333 South Seventh Street |
| Entity Address, Address Line Two | Suite 1000 |
| Entity Address, City or Town | Minneapolis |
| Entity Address, State or Province | MN |
| Entity Address, Postal Zip Code | 55402 |
| City Area Code | (612) |
| Local Phone Number | 435-9400 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common stock, par value $0.001 per share |
| Trading Symbol | SPSC |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |