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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTIONProxy Statement Pursuant to Section 14(a) OF THE SECURITIES
EXCHANGE ACT OFof the Securities
Exchange Act of 1934 (AMENDMENT NO.(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
Tyler Technologies, Inc.[ ] Preliminary Proxy Statement.
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2)).
[X] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Section 240.14a-12
TYLER TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check(check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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5) Total fee paid:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1913 (02-02)
2
[TYLER(TYLER TECHNOLOGIES INC. LOGO]
May 7, 2001LOGO)
March 14, 2003
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders
of Tyler Technologies, Inc. to be held on Tuesday, June 5, 2001,Thursday, May 1, 2003, at the Park
Cities Hilton, Hotel, 5954 Luther Lane, Dallas, Texas, commencing at 10:00 a.m. At this
meeting you will be asked to elect sevenselect six directors for the ensuing year.
It is important that your shares be represented at the meeting whether
or not you are personally in attendance, and I urge you to sign, date, and
return the enclosed proxy at your earliest convenience.
Yours very truly,
/s/ LOUIS A WATERS
LOUIS A. WATERS
Chairman of the BoardJOHN M. YEAMAN
JOHN M. YEAMAN
President and Chief Executive Officer
3
TYLER TECHNOLOGIES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 5, 2001MAY 1, 2003
To the Stockholders of
TYLER TECHNOLOGIES, INC.:
Tyler Technologies, Inc. ("Tyler" or the "Company") will hold itsThe annual meeting of stockholders (the "Annual Meeting")will be at the Park Cities Hilton, Hotel,
5954 Luther Lane, Dallas, Texas, on Tuesday, June 5, 2001,Thursday, May 1, 2003, at 10:00 a.m., Dallas
time, fortime. At the following purposes:meeting, you will be asked to:
(1) to elect sevensix directors to serve until the next annual meeting of
stockholders or
until their respective successors are duly elected and
qualified; and
(2) to transact such other business as may properly come before the
Annual
Meeting or any adjournment thereof.meeting.
Only stockholders of record at the close of business on April 6, 2001 are
entitled to notice of, and toMarch 10, 2003 may vote at the Annual Meeting or any adjournment
thereof.annual
meeting. A list of those stockholders entitled to vote at the Annual Meeting will be available for examination at the offices of the Company, 2800 W. Mockingbirdour
corporate headquarters, 5949 Sherry Lane, Suite 1400, Dallas, Texas 75235, for the ten day period immediately before the Annual
Meeting.75225, from
April 21 through May 1, 2003.
PLEASE DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE. No postage is required if the proxy card is mailed in the
United States. PromptYour prompt response by our stockholders will reduce the time and expense of
solicitation.
The enclosed 20002002 Annual Report does not form any part of the proxy
solicitation material.
By Order of the Board of Directors
/s/ H. LYNN MOORE, JR.
H. Lynn Moore, Jr.
Vice President, General Counsel, and
Secretary
Dallas, Texas
May 7, 2001March 14, 2003
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THE ANNUAL MEETING
PLACE, DATE, AND TIME
The Annual Meetingannual meeting will be held at the Park Cities Hilton Hotel, 5954
Luther Lane, Dallas, Texas on Tuesday, June 5, 2001,Thursday, May 1, 2003, at 10:00 a.m., Dallas time.
MATTERS TO BE CONSIDERED
At the Annual Meeting, the stockholders of Tylerannual meeting, you will be asked to consider and vote upon
proposals to (i) elect a board of six directors to serve until the next annual
meeting, of stockholders or until their successors are duly elected
and qualified; and (ii) transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.meeting.
Proposal One - Election of Directors
At the Annual Meeting, the stockholders of the Companyannual meeting, you will be asked to elect a board of sevensix
directors. The nominees for director areare: John S. Marr, Jr.; Ben T. Morris,
Ulrich Otto,Morris; G.
Stuart Reeves,Reeves; Michael D. Richards; Glenn A. Smith, Louis A. Waters, John D. WoolfSmith; and John M. Yeaman. Messrs. Waters and YeamanEach of
the nominees currently serveserves on the Company's
Boardboard of Directors (the "Tyler Board").directors. For more information
regarding thethese nominees, for director to the Tyler Board, see "Tyler Management - Directors, Nominees for
Director, and Executive Officers."
Shares represented by proxies returned duly executed will be voted, unless
otherwise specified, in favor of the seven nominees for the Tyler Board as
described herein. The proxies cannot be voted for more than seven nominees. The
nominees haveEach nominee has indicated that they arehe is able and willing to serve as directors.a
director. If any (or all) such persons should beof the nominees becomes unable to serve prior to the meeting,
the persons named in the enclosed proxy will vote the shares covered therebyby your
executed proxy for sucha substitute nominee (or nominees) as selected by the Tyler Board may select. Stockholdersboard of directors.
You may withhold authority to vote for any nominee by entering thehis name of such nominee in the
space provided for such purpose on the proxy card.
THE TYLER BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE
STOCKHOLDERS VOTE FOR EACH OF THE NOMINEES FOR DIRECTOR.
RECORD DATE AND VOTING
Only holdersstockholders of record of Common Stock on April 6, 2001 (the "Record Date")March 10, 2003 are entitled to notice of, and to vote at
the Annual Meeting. There wereannual meeting. On March 10, 2003, we had 45,722,733 shares of common stock
issued and outstanding 47,179,371 shares of Common Stock on the Record Date.outstanding. Each holder of Common Stockstockholder will be entitled to one vote, in person
or by proxy, for each share of Common Stock standingcommon stock held in his or her name on the booksname. A majority
of Tyler on
the Record Date on any matter submitted to a voteour shares of the Company's stockholders.
The presence,common stock must be present, either in person or by proxy, of holders of record of a majority of the
shares entitled to
vote constitutesconstitute a quorum for action at the Annual Meeting.meeting. Abstentions and broker nonvotes
are counted for purposes of determining the
presence or absence of a quorum for transaction of business.quorum. Abstentions are counted in
tabulations oftabulating the votes cast on proposals presented to the
stockholders to determine total number of votes cast. Abstentionsany proposal, but are not counted as votes either
for or against anya proposal. Broker nonvotes are not counted as votes cast for
purposes of determining whether a proposal has been approved.
VOTE REQUIRED
The affirmative voteelection of the holders of shares of Common Stock, having adirectors is determined by plurality of the voting power of the Company, in person or by proxy, is required
to elect directors.vote.
PROXY SOLICITATION, REVOCATION, AND EXPENSE
The accompanying proxy is being solicited on behalf of the Tyler Board. All
proxiesboard of
directors. Your shares will be voted at the annual meeting as you direct in the
enclosed proxy, provided that are properlyit is completed, signed, and returned to us prior
to the Annual
Meetingannual meeting. No proxy can vote for more than six nominees for
director. If you return a proxy but fail to indicate how you wish your shares to
be voted, then your shares will be voted as indicated onin favor of each of the proxy. If the enclosednominees for
director.
After you sign and return your proxy, is signed
and returned,you may revoke it may, nevertheless, be revoked at any time prior to the
voting
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thereof at the pleasure of the stockholder signing it,meeting either by (i) filing a written notice of revocation received by the person or persons named therein,at our corporate
headquarters, (ii) the stockholder attending the Annual Meetingannual meeting and voting theyour shares covered
thereby in
person, or (iii) delivering to us another duly executed proxy that is dated
subsequent toafter the date thereof to the addressee named in the enclosedinitial proxy.
Shares represented by duly executed proxies in the accompanying form will
be voted in accordance with the instructions indicated on such proxies, and, if
no such instructions are indicated thereon, will be voted in favor of each of
the proposals considered and of each of the nominees for director named therein.
The Company2
We will bear the expense of preparing, printing, and mailing the proxy
solicitation material and the proxy. In addition to use of the mail, proxieswe may
be solicitedsolicit proxies by personal interview or telephone and telegram by our directors, officers,
and employees of the Company. The Companyemployees. We may also engage the services of a proxy solicitation firm to
assist us in the solicitation of proxies. The Company estimatesWe estimate that the fee of any such
firm will not exceed $5,000 plus reimbursement of reasonable out-of-pocket
expenses. Arrangements may also be made with brokerage houses and other
custodians, nominees, and fiduciaries for the forwarding of solicitation
material to the beneficial owners
of stock held of record by such persons,stockholders, and the Companywe may reimburse them for their reasonable
out-of-pocket expenses incurred by them in connection therewith.expenses.
TYLER MANAGEMENT
DIRECTORS, NOMINEES FOR DIRECTOR, AND EXECUTIVE OFFICERS
The followingBelow is a brief description of each director, nomineeour directors, nominees for director,
and executive officer of the Company. Directors holdofficers. Each director holds office until theour next annual meeting
of stockholders or until their successors arehis successor is elected and qualified. Executive officers are elected
annually by the Tyler Board at its annual
meetingboard of directors and hold office until itsthe next annual board
meeting or until their successors are elected and qualified.
Directors, Nominees for Director, and Executive Officers
of Tyler
Name / Age Present Position Served Since
- ---------- ---------------- ------------
Louis A. Waters, 62 Co-Chief Executive Officer 2000G. Stuart Reeves, 63................ Chairman of the Board 19972002
Director 2001
John M. Yeaman, 60 Co-Chief62.................. Chief Executive Officer 2000
President 1998
Director 1999
Ernest H. Lorch, 68John S. Marr, Jr., 43............... Director 1993
William D. Oates, 60 Director 19982002
Ben T. Morris, 55 Nominee for57................... Director --
Ulrich Otto, 51 Nominee for2001
Michael D. Richards, 52............. Director --
G. Stuart Reeves, 61 Nominee for Director --2002
Glenn A. Smith, 47 Nominee for49.................. Director --
John D. Woolf, 56 Nominee for Director --2001
Theodore L. Bathurst, 5153............ Vice President and Chief Financial Officer 1998
Brian K. Miller, 4244................. Vice President - Finance 1999
Treasurer 1997
H. Lynn Moore, Jr., 3335.............. Vice President and Secretary 2000
General Counsel 1998
Business Experience of Directors, Nominees for Director, and Executive Officers
Louis A. WatersG. Stuart Reeves has been Chairmanserved on the board of the Board of the Companydirectors since October
1997, after being elected director of the Company in August 1997. In March 2000,June 2001.
Mr. Waters wasReeves also elected Co-Chief Executive Officer of the Company. Mr.
Waters is currently a member of the Executive Committee and the Compensation
Committee of the Tyler Board. Mr. Waters was the founding Chairman of the Board
and Chief Executive Officer of Browning-Ferris Industries, Inc. ("BFI"). He
recently directed BFI's international activities, serving as Chairman and Chief
Executive Officer of BFI International, Inc. from
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1991 to March 1997, at which time he retired from full-time employment with BFI.
From 1988 to March 1997, Mr. Waters was Chairman of the BFI Finance Committee,
and from 1980 through 1988, he was Chairman of the BFI Executive Committee. Mr.
Waters also servedserves as Chairman of the Board and Chief Executive Officer of BFI
from 1969 through 1980. Mr. Waters is also a director of Team, Inc.
John M. Yeaman is President and Co-Chief Executive Officer of the Company,
a position he has held since March 2000. From December 1998 until March 2000,
Mr. Yeaman was President and Chief Executive Officer of the Company. Mr. Yeaman
was elected to the Tyler Board in February 1999. Mr. Yeaman was previously
employed by Electronic Data Systems Corporation ("EDS"), where he served as the
director of a worldwide Strategic Support Unit managing $2 billion in real
estate assets. Prior to that position, Mr. Yeaman had been associated with EDS
as a service provider since 1980. Mr. Yeaman began his career with Eastman Kodak
Company. Mr. Yeaman also serves on the Board of Directors of Park Cities Bank in
Dallas, Texas.
Ernest H. Lorch was elected to the Tyler Board in October 1993, and he
currently serves as a member of the Compensation Committee and as Chairman of
the Audit Committee of the Tyler Board. Mr. Lorch is counsel to the law firm of
Whitman Breed Abbott & Morgan LLP, a position he has held since December 1992.
Mr. Lorch retired as Chairman of the Board and Chief Executive Officer of
Dyson-Kissner-Moran Corporation ("DKM"), a private investment company, in
December 1992, a position he held since January 1990. Mr. Lorch was President
and Chief Operating Officer of DKM from June 1984 to January 1990. He was also
Senior Chairman of the Board of Varlen Corporation until 1999 when Varlen was
acquired by a third party.
William D. Oates has been a director of the Company since 1998 and is a member of
the ExecutiveAudit Committee of the Tyler Board. Since August 2000, Mr.
Oates has served as Chairman of the Board, President, and Chief Executive
Officer of eiStream, Inc., a holding company with subsidiaries that are engaged
in the business of providing software systems and solutions in the areas of
document management, imaging, and workflow. Mr. Oates was appointed director of
the Company in February 1998 following the Company's acquisition of Business
Resources Corporation, a former affiliate of the Company. Mr. Oates served as
President of Resources from 1993 until September 1998. From 1987 through 1994,
Mr. Oates acquired or formed and served as President or principal executive
officer of American Title Company, Austin Title Company, Commercial Abstract and
Title Company, and other title insurance agencies in Texas, as well as a title
insurance underwriting company.
Ben T. Morris has been nominated by the Tyler Board to serve as a director
of the Company in 2001. In 1987, Mr. Morris co-founded Sanders Morris Harris
("SMH"), a full service investment banking, money management, and principal
investor organization based in Houston, Texas, where he has served as its
President and Chief Executive Officer since 1996, and from 1987 to 1996, he
served as its Executive Vice President & Director of Investment Banking. From
1980 to 1986, Mr. Morris served as Chief Operating Officer of Tatham
Corporation, a corporation principally engaged in the transportation and
marketing of natural gas. From 1973 to 1980, Mr. Morris served in various
executive capacities, including President and Chief Financial Officer, of Mid
American Oil and Gas Inc., a company engaged in the business of oil and gas
exploration and transportation. Prior to 1973, Mr. Morris was an accountant with
Price Waterhouse & Co. Mr. Morris also serves as a director of Pinnacle Global
Group, the parent corporation of SMH, Capital Title Group, and American Equity
Investment Life Holding Company. Mr. Morris is a certified public accountant.
Ulrich Otto has been nominated by the Tyler Board to serve as a director of
the Company in 2001. Since 1997, Mr. Otto has been Chairman of the Board and
Chief Executive Officer of Otto Holding, B.V. ("Otto Holding"), an international
diversified holding company based in the Netherlands with subsidiaries devoted
to the waste container systems business, which maintain an active presence in
over 30 countries; venture capital transactions, including investments in
software companies, with offices located in Paris, France, Tel Aviv, Israel, and
Singapore; and corporate finance, also with offices in Paris, France and
Singapore. Since 1990, Mr. Otto has also served as Chairman of the Board and
Chief Executive Officer of Otto Holding International B.V., also an
international diversified holding company based in Germany with similar business
lines as Otto Holding. Since 1980, Mr. Otto has served as Managing Partner of
Gebr. Otto KG, Koln, Germany. During the past fifteen years, Mr. Otto has also
held positions with various international councils, associations, supervisory
boards, and management boards, some of which include Vice Chairman of the
Supervisory Board of Interseroh AG, Koln, Germany, from 1993 to 2000; Vice
Chairman of the Bundesverband der Deutschen Entsorgungswirtchaft e.V., Koln,
Germany, from 1992 to 1996 and in which he was a member of the Managing Board of
Directors from 1996 to 1999; member of the Board of Directors of BFI from 1994
to 1997; Vice Chairman of the Federation Europeenne des Activites du Dechet,
Brussells, Belgium from 1996 to 1998; member of the General Assembly and Foreign
Trade Committee of the Chamber of Industry and Commerce, Koln, Germany, from
1992 to 1999 and in which he was Chairman from 1996 to 1999; member of the
Central and Management Committee of the Chamber of Industry and Commerce, Koln,
Germany, from 1996 to 1999; member of the Council of INSEAD, Hamburg, Germany,
since 1995; and member of the Land Advisory Board Northrhine-Westfalia of
Commerzbank AG, Dusseldorf, Germany, since 1985. Mr. Otto also holds a law
degree.
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G. Stuart Reeves has been nominated by the Tyler Board to serve as a
director of the Company in 2001.Compensation Committee. From 1967 to
1999, Mr. Reeves worked for Electronic Data Systems Corporation ("EDS"), a
professional services company that offers its clients a portfolio of related
systems worldwide within the broad categories of systems and technology
services, business process management, management consulting, and electronic
business. During his 32 years of service forwith EDS, Mr. Reeves held a variety of
positions, including Executive Vice President, North and South America, from
1996 to 1999; Senior Vice President, Europe, Middle East, and Africa, from 1990
to 1996; Senior Vice President, Government Services Group, from 1988 to 1990;
Corporate Vice President, Human Resources, from 1984 to 1988; Corporate Vice
President, Financial Services Division, from 1979 to 1984; Project Sales Team
Manager, from 1974 to 1979; and Systems Engineer and Sales Executive, from 1967
to 1974. Mr. Reeves also served on the EDS Board of Directors from 1988 until
1996. Mr. Reeves retired from EDS in 1999. Mr. Reeves also serves on the Board
of Governors of Oklahoma State University Foundation and the Board of Directors
of Park Cities Bank.Bank, Dallas, Texas.
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John M. Yeaman has served as President and Chief Executive Officer
since April 2002. From March 2000 until April 2002, Mr. Yeaman served as
President and Co-Chief Executive Officer, and from December 1998 until March
2000, Mr. Yeaman was President and Chief Executive Officer. Mr. Yeaman was
elected to the board of directors in February 1999. Mr. Yeaman also serves on
the Executive Committee and Compensation Committee of the board of directors.
From 1980 until 1998, Mr. Yeaman was associated with EDS, where he most recently
served as the director of a worldwide Strategic Support Unit managing $2 billion
in real estate assets. Mr. Yeaman began his career with Eastman Kodak Company.
Mr. Yeaman also serves on the Board of Directors of Park Cities Bank in Dallas,
Texas.
Ben T. Morris has served on the board of directors since June 2001. Mr.
Morris also serves as Chairman of the Audit Committee and is a member of the
Compensation Committee. In 1987, Mr. Morris co-founded Sanders Morris Harris
("SMH"), a full service investment banking, money management, and principal
investor organization based in Houston, Texas, where he has served as its
President and Chief Executive Officer since 1996, and from 1987 to 1996, he
served as its Executive Vice President and Director of Investment Banking. From
1980 to 1986, Mr. Morris served as Chief Operating Officer of Tatham
Corporation, a corporation principally engaged in the transportation and
marketing of natural gas. From 1973 to 1980, Mr. Morris served in various
executive capacities, including President and Chief Financial Officer, of Mid
American Oil and Gas Inc., a company engaged in the business of oil and gas
exploration and transportation. Prior to 1973, Mr. Morris was an accountant with
Price Waterhouse & Co. Mr. Morris also serves as a director of Sanders Morris
Harris Group, the parent corporation of SMH, Capital Title Group, and American
Equity Investment Life Holding Company. Mr. Morris is a certified public
accountant.
Glenn A. Smith has been nominated byserved on the Tyler Board to serve asboard of directors since June 2001 and
is currently a directormember of the Company in 2001.Executive Committee. Mr. Smith currently serves asis President of our
Courts and Justice Division and The Software Group, Inc. ("TSG"), a principal subsidiary of the Company that wascompany he
co-founded
by Mr. Smith in 1981 and which we acquired by the Company in 1998. TSG develops and markets a
wide range of software products and related services for county governments,
with a focus on integrated judicial management and law enforcement systems.
Prior to founding TSG, Mr. Smith was employed at Distributed Data Systems of
Raleigh, North Carolina, in a software development project management capacity
and, prior to that, at Texas Instruments Incorporated in Dallas, Texas as a
software developer.
John D. WoolfS. Marr, Jr. has served on the board of directors since May 2002
and is currently a member of the Executive Committee. Mr. Marr is also President
of our Large Financial Division. Mr. Marr began his career with MUNIS, Inc.
("MUNIS") in 1983, which we acquired in 1998. Mr. Marr has been nominated byPresident of
MUNIS since 1994. MUNIS develops and markets a wide range of software products
and related services for county and city governments, schools, and
not-for-profit organizations, with a focus on integrated financial and land
management systems.
Michael D. Richards has served on the Tyler Board to serveboard of directors since May
2002. Mr. Richards also serves as Chairman of Compensation Committee and is a
directormember of the CompanyAudit Committee. Mr. Richards is the Chairman and Chief Executive
Officer of Suburban Title, LLC d/b/a Reunion Title, an independent title
insurance agency founded by Mr. Richards in 2001. Since AugustSeptember 2000 that operates in
Dallas, Denton, Collin, Tarrant, and Rockwall Counties in Texas. From 1989 until
September 2000, Mr. Woolf hasRichards served as a director
and as Executive Vice President and Chief Financial Officer of eiStream, Inc.,
a holding company with subsidiaries that are engaged in the business of
providing software systems and solutions in the areas of document management,
imaging, and workflow. From December 1999 until August 2000, Mr. Woolf served
as Senior Vice President -- Administration of the Company. From 1994 until
December 2000, Mr. Woolf also served as Executive Vice President and Chief
Financial Officer of Business Resources Corporation, a former affiliate of the
Company. From 1987 to 1994, Mr. Woolf served as a director and as Executive
Vice President and Chief Financial Officer of
American Title.Title Company, Dallas, Texas, an affiliate of American Title Group,
Inc., one of the largest title insurance underwriters in Texas during that time.
From 1982 until 1989, Mr. Woolf is a
certified public accountant.Richards held various management positions with
Hexter-Fair Title Company, Dallas, Texas, including President from 1988 until
1989. From 1974 until 1982, Mr. Richards worked for Stewart Title Guaranty
Company, Dallas, Texas, during which time he held several key management
positions including serving on its board of directors. Mr. Richards holds
several positions with various associations, some of which include: Greater
Dallas Chamber of Commerce, member of the Economic Development Advisory Council;
Leukemia Society of America, Advisory Board Member; Greater Dallas Association
of Realtors, Board Member; and Home Builders Association, Board Member.
Theodore L. Bathurst has been Vice President and Chief Financial
Officer of
the Company since October 1998. Mr. Bathurst was previously an audit partner in the
Dallas office of KPMG Peat Marwick LLP ("KPMG"), where he served as engagement
partner on the accounts of a variety of information, communications, and
high technology companies.
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Mr. Bathurst was also designated by KPMG as a Securities and Exchange Commission
("SEC") partner responsible for the review of filings made by public companies
with the SEC. Mr. Bathurst, a certified public accountant, serves ashas been appointed a
board member of the Texas Society of CPAs.
Brian K. Miller has been Vice President - Finance and Treasurer of the
Company since
May 1999 and was Vice President - Chief Accounting Officer and Treasurer of the Company from
December 1997 to April 1999. From June 1986 through December 1997, Mr. Miller
held various senior financial management positions at Metro Airlines, Inc.
("Metro"), a regional airline holding company. Mr. Miller was Chief Financial
Officer of Metro from May 1991 to December 1997 and also held the office of
President of Metro from January 1993 to December 1997. From March 1994 to
November 1995, Mr. Miller also held the position of Vice President and Chief
Financial Officer of Lone Star Airlines, a regional airline. Mr. Miller is a
certified public accountant.
H. Lynn Moore, Jr. has been General Counsel of the Company since September 1998 and
has been Vice President and Secretary of the Company since October 2000. From August 1992 to
August 1998, Mr. Moore was associated with the law firm of Hughes & Luce, L.L.P.
in Dallas, Texas where he represented numerous publicly-held and privately-owned
entities in various corporate and securities, finance, litigation, and other
legal related matters. Mr. Moore is a member of the State Bar of Texas.
COMMITTEES AND MEETINGS OF THE TYLER BOARD
TheOur business of the Company is managed under the Tyler Board. The Tyler
Boardboard of directors. Our board meets
periodically during the fiscal year to review significant developments affecting the Companythat affect our
business and to act on matters requiring Tyler Boardboard approval. The Tyler Boardboard met elevenfive
times during 2000.2002. Each board member of the Tyler
Board participated in at least 75% of all Tyler Boardboard
and committee meetings held during 2000the portion of 2002 that he served as a
director and/or committee member.
The Tyler Boardboard has established anthree committees for the purpose of devoting
attention to specific subjects and to otherwise assist the board in the
discharge of its responsibilities. These committees are the Audit Committee,
Compensation Committee, and Executive Committee to devote attention to specific subjects and to assist
the Tyler Board in the discharge of its responsibilities. The functionsCommittee. Each of these committees areis
described below. The Company has noWe do not currently have a nominating
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8 committee; instead, the
entire Tyler Boardboard of directors is responsible for selecting the nominees for election
as directors and executive officers.
Audit Committee. During 2000,2002, the Audit Committee was comprised of Ernest
H. LorchBen
T. Morris (Chairman), G. Stuart Reeves, and Frederick R. Meyer,Michael D. Richards, each of whom is
"independent" as defined by the New York Stock Exchange Listing Standards. The
Audit Committee's duties includeinclude:
o considering the independence of theour independent auditors before
the Company
engageswe engage them;
o reviewing with the independent auditors the fee, scope, and
timing of the audit;
o reviewing the completed audit with the independent auditors
regarding any significant accounting adjustments, recommendations
for improving internal controls, appropriateness of accounting
policies, appropriateness of accounting and disclosure decisions
with respect to significant unusual transactions or material
obligations, and significant findings during the audit;
o reviewing the Company'sour financial statements and related regulatory filings
with the independent auditors; and
o meeting periodically with the Company's management to discuss internal
accounting and financial controls.
The Audit Committee met sixfour times during 2000.2002. On May 11, 2000, the Tyler Boardboard
adopted the Tyler Audit Committee Charter, which is attached hereto as Appendix A. Immediately following
the Annual Meeting, the Tyler Board intends to appointCharter. You may obtain a minimumcopy of three of its
"independent" directors to the Audit Committee for 2001.this charter
by contacting us at our corporate headquarters. For more information on the
Audit Committee's activities during 2000,2002, see "Report of the Audit Committee."
Compensation Committee. During 2000,2002, the Compensation Committee was
comprised of Ernest H. LorchMichael D. Richards (Chairman), Ben T. Morris, John D. Woolf, and
Louis A. Waters.John M. Yeaman. The Compensation Committee has final authority on all executive
compensation and periodically reviews compensation, employee benefit plans, and
other benefits paid to or provided for our officers and directors of the Company.directors. The
Compensation Committee also approves annual salaries and bonuses for Company officers to
ensure that the recommended salaries and bonuses are not unreasonable. The
Compensation Committee met once during 2000.2002. Mr. Woolf resigned from the board
in January 2003.
5
Executive Committee. During 2000,2002, the Executive Committee was comprised
of William D. OatesG. Stuart Reeves (Chairman), C.A. Rundell,John S. Marr, Jr., Glenn A. Smith, and Louis A. Waters.John M.
Yeaman. The Executive Committee has authority, as delegated by the Tyler Board,authority to act for the Tyler Board,entire board of
directors, but may not commit the Company to an expenditure in excess of $10,000,000$5,000,000 without
full Tyler Boardboard approval. The Executive Committee meets periodically throughout the
year.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 as amended, requires the Company'sthat our
directors, executive officers, and holders of10% or more than 10% of the
Company's Common Stock tostockholders file with the SEC
and New York Stock Exchange initial reports of ownership and reports of changes
in ownership of the Company's Common
Stock. Suchour common stock. These persons are required by SEC regulations to furnish the Companyus with
copies of all Section 16(a) reports they file with the SEC. Based solely on the
Company'sour
review of the copies of suchthe forms it haswe received during the year,
the Company believes2002, we believe that during the year ended December 31, 2000, all
the
Company'sof our directors, officers, and holders of10% or more than 10% of the Company's
Common Stockstockholders complied with all
Section 16(a) filing requirements.requirements during 2002.
6
9
SECURITY OWNERSHIP OF DIRECTORS, NOMINEES FOR DIRECTOR, EXECUTIVE OFFICERS, AND
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information concerning the
beneficial ownership of the Company's Common Stockour common stock as of April 6, 2001March 10, 2003 by (i) each of the "Named
Executive Officers"Officer" (as defined in Regulation S-K of the Securities Act of 1933, as amended)1933),
(ii) each director or nominee for director,
of the Company, (iii) each beneficial owner of more
than 5% of the outstanding
shares of Common Stock,our common stock, and (iv) all of our executive officers and
directors of the
Company as a group.
Name and Address of Beneficial Owner(1) Amount and Nature of Ownership Percent of Class (2)(3)
- --------------------------------------- ------------------------------ -----------------------
William D. Oates
6,220,374(4) 13.18%
2911 Turtle Creek Blvd., Suite 1100
Dallas, Texas 7521975219...................... 4,559,750(4) 9.97%
Ulrich Otto
Compagnie Financiere Otto
18-20, Place de la Madeleine
F-75008 Paris............................ 3,866,378(5) 8.20%8.46%
Louis A. Waters
2,509,900(6) 5.10%520 Post Oak Blvd, Suite 850
Houston, Texas 77027..................... 2,105,800(6) 4.41%
John S. Marr, Jr.............................. 1,685,643(7) 3.68%
Glenn A. Smith 927,571 1.97%Smith................................ 994,238(8) 2.17%
John M. Yeaman 548,850(7) 1.16%Yeaman................................ 780,517(9) 1.69%
Ben T. Morris 389,980(8) *
John P. Harvell 220,000 *
John D. Woolf 150,000Morris................................. 398,314(10) *
Theodore L. Bathurst 125,000(9)Bathurst.......................... 255,000(11) *
H. Lynn Moore, Jr 76,000(10)Jr............................. 160,667(12) *
G. Stuart Reeves 65,000 *
Ernest H. Lorch 65,000(11)Reeves.............................. 105,001(13) *
Brian K. Miller 56,000(12)Miller............................... 96,000(14) *
Michael D. Richards........................... 46,667(15) *
Directors, nominees, and executive officers
as a group (13(9 persons) 15,220,053(13) 30.53%................... 4,522,047(16) 9.61%
- ----------
* Less than one percent of theour outstanding Common Stockcommon stock
(1) Unless otherwise noted, herein, the address of each beneficial owner is the address of the Company's principal place of business located at
2800 W. Mockingbirdour
corporate headquarters: 5949 Sherry Lane, Suite 1400, Dallas, Texas
75235.75225.
(2) Reported in accordance with the beneficial ownership rules of the SEC.
Unless otherwise noted, the stockholders listed in the table have both
sole voting power and sole investment power with respect to suchtheir
shares, subject to community property laws where applicable and the
information contained in the other footnotes to the table.
7
(3) Based on 47,179,37145,722,733 shares of Common Stockour common stock issued and outstanding
at April 6, 2001.March 10, 2003. Each owner'sshareholder's percentage is calculated by
dividing (a) the number of shares beneficially held by such ownerowned by (b) the sum of
(i) 47,179,37145,722,733 plus (ii) the number of shares such owner has the right
to acquire within sixty days.
(4) Includes the beneficial ownership of 1,600,000 shares of Common Stockcommon stock
over which Mr. Oates has sole voting power, but no investment power,
pursuant to collateral pledge agreements securing payment for the sale
of such shares.
(5) Includes the beneficial ownership of 3,383,600 shares of Common Stockcommon stock
held in various investment entities in which Mr. Otto has sole voting
and investment power.
7
10
(6) Includes the beneficial ownership of 2,000,000 shares of Common Stockcommon stock
subject to a warrant issued to Richmond Partners, Ltd. at an exercise
price of $2.50 per share. Mr. Waters is the sole general partner of
Richmond and is deemed the beneficial owner of these shares.
(7) Includes the beneficial ownership of 125,000(a) 192,277 shares of Common Stockcommon stock
held by a partnership in which Mr. Marr is the general partner and has
sole voting and investment power and (b) 66,667 shares of common stock
issuable upon the exercise of stock options granted pursuant tothat are exercisable within
sixty days.
(8) Includes the Tyler Technologies, Inc. Stock Option Plan (the "Tyler Option Plan")beneficial ownership of 66,667 shares of common stock
issuable upon the exercise of stock options that are exercisable within
sixty days.
(9) Includes the beneficial ownership of (a) 391,667 shares of common stock
issuable upon the exercise of stock options that are exercisable within
sixty days and (b) 7,300 shares of Common Stockcommon stock owned by a foundation
in which Mr. Yeaman is deemed to have shared voting power.
(8)(10) Includes the beneficial ownership of (a) 333,380 shares of Common Stockcommon stock
subject to a warrant issued to SMH, of which Mr. Morris is President
and Chief Executive Officer and is therefore deemed to have investment
power over the shares.
(9) Includes beneficial ownership of 115,000shares, and (b) 8,334 shares of Common Stockcommon stock issuable
upon the exercise of stock options granted pursuant to the
Tyler Option Plan that are exercisable within sixty days.
(10) Includes beneficial ownership of 26,000 shares of Common Stock issuable
upon the exercise of stock options granted pursuant to the Tyler Option
Plan that are exercisable within sixty
days.
(11) Includes the beneficial ownership of 15,000230,000 shares of Common Stockcommon stock
issuable upon the exercise of stock options granted pursuant to the Tyler Option
Plan that are exercisable within
sixty days.
(12) Includes the beneficial ownership of 55,000108,667 shares of Common Stockcommon stock
issuable upon the exercise of stock options granted pursuant to the Tyler Option
Plan that are exercisable within
sixty days.
(13) Includes 2,333,380the beneficial ownership of 40,001 shares of Common Stockcommon stock
issuable upon the exercise of stock options that are exercisable within
sixty days.
(14) Includes the beneficial ownership of 95,000 shares of common stock
issuable upon the exercise of stock options that are exercisable within
sixty days.
(15) Includes the beneficial ownership of 6,667 shares of common stock
issuable upon the exercise of stock options that are exercisable within
sixty days.
(16) Includes: (a) 333,380 shares of common stock subject to warrants, 336,000warrants; (b)
1,013,670 shares of Common Stockcommon stock that are issuable upon the exercise of
stock options granted pursuant to the Tyler Option Plan that are exercisable within sixty days,days; and 4,990,900(c) 7,300
shares of Common Stockcommon stock held in investment entities, foundations, and other arrangementsa foundation in which named persons have
sole or shared voting and/or investment power. Mr. Waters resigned as
Chairman of the Board and Co-Chief Executive Officer in April 2002.
8
11
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information regarding the
compensation paid to our "Named Executive Officers" for all of the services they
rendered to the Company and its subsidiaries in all
capacitiesus during fiscal years 2000, 1999,2002, 2001, and 1998 by the Company's "Named
Executive Officers" (as defined in Regulation S-K of the Securities Act of 1933,
as amended) whose total annual salary and bonus earned during fiscal year 2000
exceeded $100,000.2000.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION AWARDS
----------------------------------------------------------------------------------------------- -----------------------------
OTHER SECURITIES
ANNUAL RESTRICTED UNDERLYING
NAME AND PRINCIPAL COMPEN- STOCK OPTIONS/ ALL OTHER
POSITION YEAR SALARY BONUS SATION(1) AWARDS SARS COMPENSATION
- ------------------ ------------------------ ------- ----------- ---------- ---------- ---------- ---------- ---------------------- ------------
Louis A. Waters 2000 $ 233,077(2)John M. Yeaman 2002 $300,000 $367,500 $ -- $ -- $ -- $ --
$ --
ChairmanPresident and Co- 19992001 225,000 157,500 -- -- -- -- --250,000 --
Chief Executive 1998 -- -- -- -- -- --
Officer
John M. Yeaman 2000 225,000 -- -- -- -- --
Officer(2)
Louis A. Waters 2002 78,856(3) -- -- -- -- --
Co-Chief 2001 300,000 210,000 -- -- -- --
Executive Officer 2000 233,077 -- -- -- -- --
John S. Marr, Jr 2002 250,000 260,000 -- -- -- --
President and 1999 225,000- 2001 200,000 272,000 -- -- 100,000 --
Large Financial 2000 200,000 -- -- 25,000 -- Co-Chief Executive 1998 76,302(3)-- --
Division
Glenn A. Smith 2002 250,000 232,000 -- -- -- --
President - 2000 200,000 174,441 -- -- 100,000 --
Courts and 2001 200,000 120,000 -- 250,000 -- Officer-- --
Justice Division
Theodore L. Bathurst 20002002 252,400 --102,500 -- -- -- --
Vice President and 19992000 252,400 125,00035,000 -- -- 15,00060,000 --
Chief Financial 1998 57,841(4) 40,0002001 252,400 -- -- 250,000-- -- --
Officer
John P. Harvell 2000 180,000 150,000(6)H. Lynn Moore, Jr 2002 200,000 154,000 -- 168,750(7)-- -- --
Vice President, - 1999 156,923 90,0002001 120,000 150,000 -- 53,500(4) 100,000 --
15,000 --
Chief Technology 1998 120,000 50,000 -- -- -- --
Officer(5)
H. Lynn Moore, JrGeneral Counsel, 2000 120,000 80,000 -- -- -- --
Vice President, 1999 120,000 90,000 -- -- 10,000 --
General Counsel, 1998 40,000(3) 30,000 -- -- 40,000 --
and Secretary
Brian K. Miller 2000 162,400 8,500 -- -- -- --
Vice President - 1999 149,908 81,200 -- -- 25,000 --
Finance 1998 140,000 35,000 -- -- -- --
- ----------
(1) CertainSome of the Company'sour executive officers receive personal benefits in addition to
their salary. The aggregate amount of the personalthese benefits, however, does not
exceed the lesser of $50,000 or 10% of thehis total annual salary for
the named executive officer and thereforesalary.
(2) Mr. Yeaman has been omitted.
(2)President and Chief Executive Officer since April 2002.
(3) Mr. Waters was elected Co-Chief Executive Officer in March 2000. (3) Employment commenced in September 1998.
(4) Employment commenced in October 1998.
(5) Resigned from the Company effective December 2000 upon consummationMr. Waters
resigned as Chairman of the sale of the Company's operating unit Business Resources Corporation ("BRC")
to Affiliated Computer Services, Inc. ("ACS").
(6) Bonus compensation relates to services provided to the Company during 2000Board and for services providedCo-Chief Executive Officer in connection with the sale of BRC to ACSApril
2002.
(4) On April 4, 2001, Mr. Moore vested in December 2000 for $71,000,000.
9
12
(7) Restricted50,000 restricted shares of Company Common Stock granted in December 2000 for
services provided to the Company during 2000 and for services provided in
connectioncommon
stock with the salea market value of BRC to ACS in December 2000 for $71,000,000.$1.07 per share.
9
OPTION/SAR EXERCISES DURING 20002002 AND YEAR-END OPTION/SAR VALUES
The following table shows stock option exercises during 20002002 by each of
the "Named Executive Officers" and the value of unexercised options at December
31, 2000:2002:
VALUE OF UNEXERCISED
NUMBER OF IN-THE-MONEY
UNEXERCISED OPTIONS/SARS AT OPTIONS/SARS AT
NUMBER OF DECEMBER 31, 20002002 DECEMBER 31, 2000(1)2002(1)
SHARES VALUE --------------------------- -------------------------
NAME EXERCISED REALIZEDREALIZED(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ---------- ---------- --------------------------- ------------------------------- --------- ----------- --------------------------- -------------------------
Louis A. Waters ............John M. Yeaman.............. -- -- 308,334 / 216,666 $ 219,877 / $434,998
John S. Marr, Jr. .......... -- -- John M. Yeaman .............33,334 / 66,666 $ 85,002 / $169,998
Glenn A. Smith.............. -- -- 116,66733,334 / 158,333 --66,666 $ 85,002 / $169,998
Theodore L. Bathurst ....... 5,000Bathurst........ 15,000 $ 7,187 110,00022,574 210,000 / 145,000 --
John P. Harvell(2)90,000 $ 25,500 / $102,000
H. Lynn Moore, Jr. ......... -- -- --(3) --
H. Lynn Moore, Jr .......... -- -- 22,66775,334 / 27,333 --
Brian K. Miller ............ -- -- 46,66774,666 $ 87,952 / 28,333 --$169,998
- ----------
(1) Amount is based on a year-end market value of $1.69$4.17 per share.
(2) Mr. Harvell resigned from the Company in December 2000 in connection with
the sale of BRC to ACS.
(3) Pursuant to the Tyler Option Plan, the unvested options of Mr. Harvell were
forfeited upon his resignation in December 2000, and his vested and
unexercised options (all of which were unexercised) were forfeited 60 days
thereafter.
COMPENSATION OF DIRECTORS
Each non-employee director receives an annual fee of $15,000, plus
$1,000 for each Tyler Boardboard meeting and $500 for each committee meeting attended.
The Tyler Board furtherOn May 9, 2002, the board approved discretionary grants of stock
options to our non-employee directors of the Tyler Board. On May 11, 2000, the Tyler Board
granteddirectors. These grants included options to
purchasepurchase: (a) 5,000 shares of common stock to Ben T. Morris; (b) 100,000 shares
of common stock to G. Stuart Reeves; and (c) 20,000 shares of Company Common Stockcommon stock to
Ernest H.
Lorch at an exercise priceMichael D. Richards. Each of $4.8125 per share, which options vest in equal
installments on the date of grant and on the first and second anniversary of the
date of grant. On June 28, 2000, the Tyler Board granted options to purchase
5,000 shares of Company Common Stock to Ernest H. Lorch at an exercise price of
$3.1875 per share, which optionsthese option grants vest in equal installments on
the first, second, and third anniversary of the date of grant.grant and each have an
exercise price of $5.27 per share.
CERTAIN TRANSACTIONS
In August 2002, we consummated an agreement to purchase 1,100,000 of
our common shares from William D. Oates, a former director of Tyler, for a cash
purchase price of $4,000,000. In October 2002, we repurchased an additional
400,000 of our shares as part of the initial agreement by assigning our rights
and obligations under a Data License and Update Agreement associated with our
discontinued information property records service business to eiStream. eiStream
is an affiliate of William D. Oates.
EMPLOYMENT CONTRACTS
On October 7, 1998, the Companywe entered into an employment agreement with
Theodore L. Bathurst, which provides that the Companycompany pay Mr. Bathurst for his
services as Vice President and Chief Financial Officer of the Companycompany a salary
of $250,000. Mr. Bathurst will participate in performance bonus or incentive
compensation plans made available to comparable level employees of the Companycompany
and its subsidiaries and receive all employee benefits and perquisites normally
offered to the executive employees of the Company.company. The agreement also provides
for a severance payment equal to one year of his current base salary if he is
terminated for any reason other than cause, as specified in the agreement.
On December 9, 1998, the Companywe entered into a five-year employment agreement
with H. Lynn Moore, Jr., which provides that the Companycompany pay Mr. Moore for his
services as General Counsel of the Company a minimum salarycompany annual compensation of $120,000
and a minimum bonus of $80,000$200,000 per
year. Mr. Moore will participate in additional performance bonus or incentive
compensation plans made available to comparable 10
13
level employees of the Companycompany
and its subsidiaries and receive all employee benefits and perquisites normally
offered to the executive employees of the Company.company. The agreement provides for a
10
severance payment equal to the amount of compensation due for the remainder of
the term of the agreement if he is terminated for any reason other than cause or
upon a change in control of the Company.
In December 1997, the Company entered into an employment agreement with
Brian K. Miller, which provides that the Company pay Mr. Miller a salary of
$140,000 for his services as Vice President - Finance. In addition, Mr. Miller
will participate in performance bonus or incentive compensation plans made
available to comparable level employees of the Company and its subsidiaries and
receive all employee benefits and prerequisites normally offered to the
executive employees of the Company. The agreement also provides for a severance
payment equal to one year of his current base salary if he is terminated for any
reason other than cause, as specified in the agreement.company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Members ofIn 2002, the Compensation Committee consisted of the Tyler Board are Ernest H.
LorchMichael D. Richards
(Chairman), Ben T. Morris, John D. Woolf, and Louis A. Waters.John M. Yeaman. During 2002, Mr.
Waters is Co-ChiefYeaman served as President and Chief Executive Officer of the Company. Mr. Woolf
resigned from the board in January 2003.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The Compensation Committee a committee of the Tyler Board, has the responsibility for final approval
for all compensation to our officers and directors,
of the Company, including the duty to ensure
that compensation paid to executive officers does not exceed reasonable amounts
and is based on objective standards. The Compensation Committee approves or
disapproves the recommendations of management regarding compensation according
to the guidelines set forth below.
The Company's personnel policy isWe strive to employ outstanding management in order to obtain
outstanding results. To attract and retain high-level individuals, the
Companywe may pay
above-median compensation or provide stock ownership and stock option incentives
to itsour executive officers. From time to time, salaries, bonuses, and other
compensation of our executive officers are evaluated by reference to nationwide
comparisons for the industries in which the Company operates.we operate.
A substantial portion of each of our executive officer's potential
total compensation is in the form of bonuses and options. Annual bonuses vary
significantly based on the Company'sour financial results and revenue growth, the achievement
of strategic objectives, of the Company,extraordinary individual achievement, and each
individual's contribution toward thatour performance. The Compensation Committee met
once during 2002.
Chief Executive Officer Compensation
Louis A. Waters was electedJohn M. Yeaman has served as President since December 1998 and Chief
Executive Officer since April 2002. From March 2000 until April 2002, Mr. Yeaman
shared Co-Chief Executive Officer of the Company in
March 2000.duties with Mr. Louis A. Waters. In 2000,2002, Mr.
Waters'Yeaman's cash compensation consisted of a base salary of $300,000 with no bonus.a bonus
equal to 123% of his base salary. In determining Mr. Waters'Yeaman's cash compensation
in 2000,2002, the Compensation Committee considered several factors, including the Company'sincluding:
o management's goal of year-over-year improved revenue growth and
profitability;
o management's focus on strengthening our balance sheet by
maintaining low levels of outstanding indebtedness coupled with
high levels of available cash;
o management's strategic goalmission to increase profitability through
sustained internal growth;
o management's continued drive to reduce its outstanding indebtedness, the Company's decisiongeneral and administrative
expenses as a percentage of revenues;
o management's directive to exit the informationdevelop and property records services segment of its business, the
Company's decision to focus its core business on its software systems and
services segment,deploy premier technology;
o Mr. Waters'Yeaman's contributions to the achievement of each of these
strategic initiatives,initiatives; and
o the levels of compensation of chief executive officers of
companies of similar size in similar industries.
John M. Yeaman was elected President and Chief Executive Officer of the
Company in December 1998, and in March 2000, Mr. Yeaman shared his Co-Chief
Executive Officer duties with Mr. Waters. In 2000, Mr. Yeaman's cash
compensation consisted of a base salary of $225,000 with no bonus. In
determining Mr. Yeaman's cash compensation in 2000, the Compensation Committee
considered several factors, including the Company's strategic goal to reduce its
outstanding indebtedness, the Company's decision to exit the information and
property records services segment of its business, the Company's decision to
focus its core business on its software systems and services segment, Mr.
Yeaman's contributions to the achievement of these strategic initiatives, and
the levels of compensation of chief executive officers of companies of similar
size in similar industries.
11
14
This report is submitted by the Compensation Committee.
Ernest H. Lorch
Louis A. WatersMichael D. Richards, Chairman
Ben T. Morris
John M. Yeaman
11
REPORT OF THE AUDIT COMMITTEE
The Audit Committee oversees the Company's financial reporting process on behalf
of the Tyler Board.board of directors. Management has the primary responsibility for the
financial statements and the reporting process, including the systems of
internal controls. In fulfilling its oversight responsibilities, the Audit
Committee reviewed with management the audited financial statements contained in
the Annual Report, with
management, including a detailed discussion of the quality, not just the
acceptability, of the accounting principles, the reasonableness of the
significant judgments, and the clarity of disclosures in the financial
statements.
The Audit Committee reviewed with the independent auditors, who are
responsible for expressing an opinion on the conformity of those audited
financial statements with accounting principles generally accepted accounting principles,in the United
States, their judgments as to the quality, not just the acceptability, of the Company's
accounting principles and such other matters as are required to be discussed
with the Audit Committee under generally accepted auditing standards. In
addition, the Audit Committee has discussed with the independent auditors the
auditors' independence from management and the Company,company, including the matters in
the written disclosures required by the Independence Standards Board, and
considered the compatibility of non auditnon-audit services with the auditors'
independence.
The Audit Committee discussed with the Company's independent auditors the overall
scope and plans for their respective audits. The Audit Committee meets with the
independent auditors, with and without management present, to discuss the
results of their examinations, their evaluations of the Company'scompany's internal
controls, and the overall quality of the Company'scompany's financial reporting. The
Audit Committee met sixfour times during 2000.2002.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Tyler Boardboard of directors (and the Tyler Boardboard approved) that
the audited financial statements be included in the Annual Report on Form 10-K
for the fiscal year ended December 31, 20002002 for filing with the Securities and
Exchange Commission.SEC.
This report is submitted by the Audit Committee
Ernest H. Lorch,Committee.
Ben T. Morris, Chairman
Frederick R. Meyer
12
15G. Stuart Reeves
Michael D. Richards
STOCK PERFORMANCE CHART
The following chart compares the return on the Company's Common Stockour common stock for the
last five years with the Standard and Poors ("S&P") 500 Index and a Peer
Group Index which is comprised of companies with similar market capitalization
of approximately $50 million. A list of the Companies included in the Peer Group
Index is located at Appendix B. Prior to 1998, the Company was a diversely based
enterprise selling products and services through a few distinctly different
operating companies. In 2000, the Company adopted a formal plan to dispose of
its businesses and assets related to its information and property records
services segment and to focus the Company's resources on its software systems
and services segment and to reduce debt. The Company believes the Peer Group
Index is more representative of its current strategy and prior history.S&P 600
Information Technology Index. The comparison assumes $100 was invested on
December 31, 19951997 in the Company's
Common Stockour common stock and in each of the foregoing indices and
assumes reinvestment of dividends and distributions.
[STOCK PERFORMANCE CHART]12
(PERFORMANCE GRAPH)
TOTAL RETURN TO SHAREHOLDERS
(DIVIDENDS REINVESTED MONTHLY)
ANNUAL RETURN PERCENTAGE
YEARS ENDING
COMPANY / INDEX DEC98 DEC99 DEC00 DEC01 DEC02
- --------------- ----- ------ ------ ------ ------
TYLER TECHNOLOGIES INC 11.36 (10.20) (69.32) 169.63 (8.35)
S&P 500 INDEX 28.58 21.04 (9.10) (11.89) (22.10)
S&P 600 INFORMATION TECHNOLOGY (0.31) 69.55 (28.76) (3.74) (36.42)
INDEXED RETURNS
BASE YEARS ENDING
PERIOD
----------------------------------------------------------------------
COMPANY NAME / INDEX 1995 1996 1997 1998 1999 2000DEC97 DEC98 DEC99 DEC00 DEC01 DEC02
- -------------------- ---------- ---------- ---------- ---------- ---------- ------------------------- ------ ------ ------ ------ ------ ------
TYLER TECHNOLOGIES INC 100 68.18 200.00 222.73 200.00 61.38111.36 100.00 30.68 82.73 75.82
S&P 500 INDEX 100 122.96 163.98 210.85 255.21 231.98
PEER GROUP128.58 155.63 141.46 124.65 97.10
S&P 600 INFORMATION TECHNOLOGY 100 105.98 88.04 72.29 74.91 19.3199.69 169.02 120.41 115.91 73.69
CERTAIN TRANSACTIONS
On September 29, 2000, the Company sold for cash certain net assets of
Kofile, Inc. ("Kofile") and another subsidiary, the Company's interest in a
certain intangible work product, and a building and related building
improvements to investment entities beneficially owned by William D. Oates, a
principal shareholder who was also a director and Chairman of the Executive
Committee of the Company at the time of the sale. The Kofile sale was consistent
with the Company's decision to exit the information and property records
services segment of its business, focus the Company's resources on its software
systems and services segment of its business, and to reduce the Company's debt.
The cash sale price was $14.4 million, which was determined after lengthy
negotiations between Mr. Oates and the Tyler Board. The Company received an
opinion from an investment banker that the cash sale price was fair to the
Company from a financial point of view.
Periodically during 2000, the Company leased a private airplane owned by
William D. Oates, a former director of the Company, for business related trips,
for which payments aggregated approximately $325,000.
13
16
STOCKHOLDER PROPOSALS
Any proposalsproposal that stockholders of the Company desirea stockholder desires to have presentedpresent at the 20022004 annual
meeting of stockholders must be received by the Companyus at itsour principal executive offices notoffice no later than
February 1, 2002.November 26, 2003.
13
INDEPENDENT AUDITORS
Ernst & Young LLP acted as the Company'sour independent auditors for 2000.
Fees2002. Ernst &
Young's fees for the fiscal year 2000 annual auditall professional services during 2002 were $412,000 and all other$403,000. The
following table sets forth a summary of such fees were
$215,000, including audit related servicesby major type of $153,000 and non audit services of
$62,000.services.
Audit Services $ 354,000
Audit Related Services 29,000
Tax Services 20,000
Other Services --
-----------
Total $ 403,000
Audit related services generally include fees for business acquisitions
and/or dispositions, accounting consultations, SEC
filings, and audit of the
Company'sour employee benefit plan.
One or more representatives of Ernst & Young LLP will attend the Annual
Meeting,annual
meeting, will have an opportunity to make a statement, and will respond to
appropriate questions from stockholders. The Audit Committee has not yet
appointed the independent auditors for 2001.2003.
By Order of the Board of Directors,
/s/ H. LYNN MOORE, JR.
H. Lynn Moore, Jr.
Vice President, General Counsel,
and Secretary
Dallas, Texas
May 7, 2001March 14, 2003
14
17
APPENDIX A
TYLER TECHNOLOGIES, INC.
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
CHARTER
STATEMENT OF POLICY
The Audit Committee shall provide assistance to the Board of Directors in
fulfilling their oversight responsibility to the shareholders, potential
shareholders, the investment community, and others relating to the Company's
financial statements and the financial reporting process, the systems of
internal accounting and financial controls, the internal audit function (if
any), the annual independent audit of the Company's financial statements, and
the legal compliance and ethics programs as established by management and the
Board. In so doing, it is the responsibility of the committee to maintain free
and open communication between the committee, independent auditors, and
management of the Company. In discharging its oversight role, the committee is
empowered to investigate any matter brought to its attention with full access to
all books, records, facilities, and personnel of the Company and the power to
retain outside counsel, or other experts for this purpose.
The Audit Committee fulfills its oversight responsibilities by reviewing: the
financial reports and other financial information provided by the Corporation to
any governmental body or the public; the Corporation's systems of internal
controls regarding finance, accounting, legal compliance and ethics that
management and the Board have established; and the Corporation's auditing,
accounting and financial reporting processes generally. Consistent with this
function, the Audit Committee should encourage continuous improvement of, and
should foster adherence to, the corporation's policies, procedures and practices
at all levels. The audit committee's primary duties and responsibilities are to:
[ ] Serve as an independent and objective party to monitor the
Corporation's financial reporting process and internal control system.
[ ] Review and appraise the audit efforts of the Corporation's independent
accountants.
[ ] Provide an open avenue of communication among the independent
accountants, financial and senior management, and the Board of
Directors.
The Audit Committee will primarily fulfill these responsibilities by carrying
out the activities enumerated below.
COMPOSITION
By June 14, 2001, the Audit Committee shall be comprised of three or more
directors as determined by the Board, each of whom shall be independent
directors, and free from any relationship with management of the Company that,
in the opinion of the Board, would interfere with the exercise of his or her
independent judgment as a member of the Committee. Members of the committee
shall be considered independent if they have no relationship that may interfere
with the exercise of their independence from management and the Company. All
members of the Committee shall have a working familiarity with basic finance and
accounting practices, and at least one member of the Committee shall have
accounting or related financial management expertise. Committee members may
enhance their familiarity with finance and accounting by participating in
educational programs conducted by the Corporation or an outside consultant.
The members of the Committee shall be elected by the Board at the annual
organizational meeting of the Board or until their successors shall be duly
elected and qualified. Unless a Chair is elected by the full Board, the members
of the committee may designate a Chair by majority vote of the full Committee
membership.
15
18
MEETINGS
The Committee shall meet at least four times annually, or more frequently as
circumstances dictate. As part of its job to foster open communication, the
Committee should meet at least annually with management and the independent
accountants in separate executive sessions to discuss any matters that the
Committee or each of these groups believe should be discussed privately. In
addition, the Committee, or at least its Chair, shall review telephonically or
in person, the interim financial statements with management and the independent
auditors prior to the filing of the Company's Quarterly Report on Form 10-Q.
Also, the Committee shall discuss the results of the quarterly review and any
other matters required to be communicated to the committee by the independent
auditors under generally accepted auditing standards. The Committee shall review
with management and the independent auditors the financial statements to be
included in the Company's Annual Report on Form 10-K, including their judgment
about the quality, not just acceptability, of accounting principles, the
reasonableness of significant judgments, and the clarity of the disclosures in
the financial statements. Also, the Committee shall discuss the results of the
annual audit and any other matters required to be communicated to the committee
by the independent auditors under generally accepted auditing standards.
RESPONSIBILITIES, PROCESSES, AND DUTIES
The primary responsibility of the Audit Committee is to oversee the Company's
financial reporting process on behalf of the Board and report the results of
their activities to the Board. Management is responsible for preparing the
Company's financial statements, and the independent auditors are responsible for
auditing those financial statements. The Committee in carrying out its
responsibilities believes its policies and procedures should remain flexible, in
order to best react to changing conditions and circumstances. The Committee
should take the appropriate actions to set the overall corporate "tone" for
quality financial reporting, sound business risk practices, and ethical
behavior.
To fulfill its responsibilities and duties the Audit Committee shall:
DOCUMENTS/REPORTS REVIEW
1. Review and update this Charter periodically, at least annually,
as conditions dictate.
2. Review the Company's annual financial statements and any other
significant reports submitted to the Securities and Exchange
Commission and the New York Stock Exchange.
3. Review with financial management and the independent accountants
the Form 10-Q and Form 10-K prior to their filing or prior to the
release of earnings. The Chair of the Committee may represent the
entire Committee for purposes of the review of the Form 10-Q.
INDEPENDENT ACCOUNTANTS
4. Recommend to the Board of Directors on an annual basis the
selection of the independent accountants.
5. Provide a clear understanding to management and the independent
auditors that the independent auditors are ultimately accountable
to the Board and the Audit Committee, as representatives of the
Company's shareholders. The Committee shall have the ultimate
authority and responsibility to evaluate and, where appropriate,
replace the independent auditors.
6. Discuss with the independent auditors on an annual basis their
independence from management and the Company and the matters
included in the written disclosures required by the Independence
Standards Board.
7. Discuss with the independent auditors the overall scope and plans
for their respective audits including the adequacy of staffing
and compensation. Also, the Committee shall discuss with
management and the independent auditors the adequacy and
effectiveness of the accounting and financial controls, including
the Company's system to monitor and manage business risk, and
legal and ethical compliance programs. Further, the Committee
shall meet separately with the independent auditors, with and
without management present, to discuss the results of their
examinations.
16
19
8. Review the performance of the independent accountants and approve
any proposed discharge of the independent accountants when
circumstances warrant.
FINANCIAL REPORTING PROCESSES
9. In consultation with the independent accountants, review the
integrity of the Company's financial reporting processes, both
internal and external.
10. Consider the independent accountants' judgments about the quality
and appropriateness of the Corporation's accounting principles as
applied in its financial reporting.
11. Consider and approve, if appropriate, major changes to the
Corporation's auditing and accounting principles and practices as
suggested by the independent accountants or management.
PROCESS IMPROVEMENT
12. Establish regular and separate systems of reporting to the Audit
Committee by management and by the independent accountants
regarding any significant judgments made in management
preparation of the financial statements and the view of each as
to appropriateness of such judgments.
13. Following completion of the annual audit, review separately with
management and with the independent accountants any significant
difficulties encountered during the course of the audit,
including any restrictions on the scope of work or access to
required information.
14. Review any significant disagreement among management and the
independent accountants in connection with the preparation of the
financial statements.
15. Review with the independent accountants and management the extent
to which changes or improvements in financial or accounting
practices, as approved by the Audit Committee, have been
implemented.
ETHICAL AND LEGAL COMPLIANCE
16. Establish, review and update periodically a Code of Ethical
Conduct and ensure that management has established a system to
enforce this Code.
17. Ensure that management has the proper review system in place to
ensure that Corporation's financial statements, reports and other
financial information disseminated to governmental organizations,
and the public satisfy legal requirements.
18. Review, with the organization's counsel, legal compliance matters
including corporate securities trading policies.
19. Review, with the organization's counsel, any legal matter that
could have a significant impact on the Company's financial
statements.
20. Perform any other activities consistent with this Charter, the
Corporation's By-laws and governing law, as the Committee or the
Board deems necessary or appropriate.
17
20
APPENDIX B
PEER GROUP INDEX
ADVANCED POLYMER SYSTEMS
AFTERMARKET TECHNOLOGY CORP
AMERICA FIRST APT INVESTORS
APPLIED SIGNAL TECHNOLOGY
APPLIEDTHEORY CORP
AT PLASTICS INC
ATTUNITY LTD
AVITAR INC
BANK OF THE OZARKS INC
BAR HARBOR BANKSHARES
BIOJECT MEDICAL TECHNOL
BITWISE DESIGNS INC
BRIGHT STATION PLC-ADR
CAGLE'S INC-CLA
CANTEL MEDICAL CORP-CLB
CAPITAL CROSSING BANK
CAPITAL SENIOR LIVING CORP
CASCADE FINL CORP
CASTLE ENERGY CORP
CFM TECHNOLOGIES INC
CHAPARRAL RESOURCES INC
CHART HOUSE ENTERPRISES INC
CHATTEM INC
CLICKSOFTWARE TECHNOLOGIES LTD
CNB FLORIDA BANCSHARES INC
COLONIAL INSD MUN FD
COMPUTER MOTION INC
CORNELL COMPANIES INC
COVEST BANCSHARES INC
CRIIMI MAE INC
CYRK INC
DAN RIVER INC-CLA
DAXOR CORP
DECKERS OUTDOOR CORP
DELTA NATURAL GAS CO INC
E MEDSOFT.COM
EASTERN CO
EATON VANCE FL MUNI INC TR
ECONNECT
EDUTREK INTERNATIONAL INC-CLA
EMERGING MARKETS INCOME FD INC
ENCHIRA BIOTECHNOLOGY CORP
EPRISE CORP
18
21
FINANCIAL INDS CORP
FLORIDA PUBLIC UTILITIES CO
FNB FINANCIAL SERVICES CORP
FRANKLIN MULTI-INCOME TR
FUSION MED TECHNOLOGIES INC
GASTON FED BANCORP INC
GLOBAL VACATION GROUP INC
GLOBAL-TECH APPLIANCES INC
HAWK CORP
HEI INC
HISPANIC TV NETWORK INC
HOLLYWOOD ENTMT CORP
HOME STAKE OIL & GAS CO
HUNT CORP
INTERPHASE CORP
JOHNSON OUTDOORS INC-CLA
JPS INDUSTRIES INC
KVH INDUSTRIES INC
LANDEC CORP
LARSCOM INC-CLA
LASER MORTGAGE MGT INC
LAWRENCE SAVINGS BANK MA
LEAP TECHNOLOGY INC
MACATAWA BANK CORP
MAGIC SOFTWARE ENTERPRISES
MARINE PETROLEUM TRUST
MARKETWATCH.COM INC
MARTEN TRANSPORT LTD
MARVEL ENTERPRISES-CLA
MATRIX BANCORP INC
MATRIX SERVICE CO
MAXX PETROLEUM LTD
MEDIX RESOURCES INC
MFN FINANCIAL CORP
MICRO THERAPEUTICS INC
MICROCIDE PHARMACEUTICALS
MOMENTUM BUSINESS APPS INC
MPHASE TECHNOLOGIES INC
MUNIHOLDINGS FLA INSD FD V
MUNIHOLDINGS MICH INSD FD II
MYPOINTS.COM INC
NASTECH PHARMACEUTICAL
NATIONAL STEEL CORP-CLB
NATIONS BALANCD TARGT MAT FD
NEOGEN CORP
NEOTHERAPEUTICS INC
NESS ENERGY INTL INC
NETERGY NETWORKS INC
NETWORK COMMERCE INC
NEWMIL BANCORP INC
19
22
NORTHPOINT COMMUNICATIONS GP
NORTHWEST PIPE CO
OBIE MEDIA CORP
OEC COMPRESSION CORP
OREGON TRAIL FINANCIAL CORP
OWENS CORNING
PENNSYLVANIA COMM BANCORP
PETRIE STORES LIQUIDATION TR
PROFESSIONAL STAFF PLC -ADR
PROGRESSIVE RETURN FUND INC
PUTNAM INV GRADE MUNI TR III
QUALITY SYSTEMS INC
QUIPP INC
RAINMAKER SYSTEMS
REPEATER TECHNOLOGIES INC
ROYCE GLOBAL TRUST INC
RWD TECHNOLOGIES INC
SAUCONY INC-CLB
SCC COMMUNICATIONS CORP
SCIENTIFIC LEARNING CORP
SCOPE INDUSTRIES INC
SCUDDER GLOBAL HIGH INCM FD
SECURITY CAPITAL/DE-CLA
SHILOH INDUSTRIES INC
SHOP AT HOME INC
SIERRACITIES.COM INC
SOFTNET SYSTEMS INC
SOUTHERN MINERAL CORP
SPORTS CLUB COMPANY INC
SWISS ARMY BRANDS INC
SYNSORB BIOTECH INC
TEAMSTAFF INC
TEFRON LTD
TELEHUBLINK CORP
TEXOIL INC
THERMOGENESIS CORP
TRACK DATA CORP
TRADESTATION GROUP INC
TRANSMEDIA NETWORK
TURKISH INVT FD INC
TWINLAB CORP
UGLY DUCKLING CORP
USLIFE INCOME FUND
VAN KAMPEN HIGH INCOME TR II
VENTRO CORP
VISIONICS CORP
WINTON FINANCIAL CORP
WISER OIL CO
WOLOHAN LUMBER CO
ZEMEX CDA CORP
20
23DETACH HERE
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================================================================================
PROXY
TYLER TECHNOLOGIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned hereby (1) acknowledges receipt of the Notice dated May 7,
2001March
31, 2003 of the annual meeting of stockholders of Tyler Technologies, Inc. (the
"Company") to be held at the Park Cities Hilton, 5954 Luther Lane, Dallas,
Texas, on Tuesday, June 5, 2001,Thursday, May 1, 2003, at 10.0010:00 a.m., Dallas time, and the proxy
statement in connection therewith, and (2) appoints Louis A. WatersG. Stuart Reeves and John M.
Yeaman, and each of them, his proxies with full power of substitution and
revocation, for and in the name, place and stead of the undersigned, to vote
upon, and act with respect to, all of the shares of Common Stock of the Company
standing in the name of the undersigned, or with respect to which the
undersigned is entitled to vote and act at said meeting and at any adjournment
thereof, and the undersigned directs that his proxy be voted as indicated on the
reverse side hereof. If only one of the above proxies shall be present in
person, or by substitute, at such meeting, or at any adjournment thereof, that
proxy, so present and voting, either in person or by substitute, shall exercise
all of the powers hereby given.
The undersigned hereby revokes any proxy or proxies heretofore given to
vote upon or act with respect to such stock and hereby ratifies and confirms all
that said proxies, their substitutes or any of them may lawfully do by virtue
hereof.
- ----------- -------------------------- ---------------
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- ----------- -------------------------- ---------------
================================================================================
24
[TYLER LETTERHEAD] VOTE BY INTERNET-www.proxyvote.com
Use the internet to transmit your voting
instructions and for electronic delivery of
information up until 11:59 P.M. Eastern Time
the day before the cut-off date or meeting
date. Have your proxy card in hand when you
access the web site. You will be prompted to
enter your 12-digit Control Number, which is
located below, to obtain your records and to
create an electronic voting instruction form.
VOTE BY MAIL
Mark, sign, and date your proxy card and
return it in the postage-paid envelope we
have provided or return it to Tyler
Technologies, Inc., c/o ADP, 51 Mercedes
Way, Edgewood, NY 11717.
YOUR VOTE IS IMPORTANT!
Do not return your Proxy Card if you are
voting by Telephone or Internet.(TYLER TECHNOLOGIES, INC. LOGO) VOTE BY INTERNET - www.proxyvote.com
5949 SHERRY LANE
SUITE 1400 Use the Internet to transmit your voting
DALLAS, TX 75225 instructions and for electronic delivery of
information up until 11:59 RM. Eastern Time
the day before the cut-off date or meeting
date. Have your proxy card in hand when you
access the web site. You will be prompted to
enter your 12-digit Control Number, which is
located below, to obtain your records and to
create an electronic voting instruction
form.
VOTE BY MAIL
Mark, sign, and date your proxy card and
return it in the postage-paid envelope we
have provided or return it to Tyler
Technologies, Inc., c/o ADP, 51 Mercedes
Way, Edgewood, NY 11717.
YOUR VOTE IS IMPORTANT!
DO NOT RETURN YOUR PROXY CARD IF YOU ARE
VOTING BY INTERNET.
Please sign this proxy and return it
promptly, whether or not you expect to
attend the meeting. You may, nevertheless,
vote in person if you do attend.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: TYLER1 KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.-------------------------------------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
================================================================================
TYLER TECHNOLOGIES, INC.
THIS PROXY WILL BE VOTED AS SPECIFIED BELOW,BELOW.
IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE
VOTED FOR THE MATTERSMATTER SPECIFICALLY REFERRED TO BELOW. For Withhold For AllFOR WITHHOLD FOR ALL To withhold authority to vote, mark "For All
All Except AllALL ALL EXCEPT Except" and write the nominees'snominee's number on the
1. Election of Directors line below.
[ ] [ ] [ ]
number on the line below.
NOMINEES:
01) John S. Marr, Jr. 04) Michael D. Richards
02) Ben T. Morris 02) Ulrich
Otto,05) Glenn A. Smith
03) G. Stuart Reeves 04) Glenn A. Smith, 05) Louis A. Waters, ----------------------------------------
06) John D. Woolf, 07) John M. Yeaman
2. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the
meeting or any adjournments thereof.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT RIGHT. [ ]
Please date this proxy and sign your name exactly as it appears hereon. Where
there is more than one owner, each should sign. When signing as an attorney,
administrator, executor, guardian or trustee, please add your title as such.
If executed by a corporation, the proxy should be signed by a duly authorized
officer.
MARK HERE FOR ADDRESS CHANGE AND NOTE ON REVERSE [ ]
- ---------------------------------------------------- ------------------------------------------------ ---------------------------------------------
------------------------------------------------ ---------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature [Joint Owners](Joint Owners) Date