SPS Commerce (SPSC) 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

May 31, 2018

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 Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):

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

☐ Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

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 Rule12b-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 31, 2018, SPS Commerce, Inc. (the “Company”) held its 2018 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 2019 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. The number of votes cast for and withheld from each nominee and the number of brokernon-votes with respect to each nominee were as follows:

Nominee	Votes For	Votes Against	Abstain	Broker Non-Votes
Archie C. Black	14,832,735	24,301	19,556	1,001,104
Melvin L. Keating	14,178,507	681,747	16,338	1,001,104
Martin J. Leestma	14,674,655	182,383	19,554	1,001,104
Michael J. McConnell	14,809,484	50,770	16,338	1,001,104
James B. Ramsey	14,469,697	390,471	16,424	1,001,104
Marty M. Reaume	14,843,064	17,204	16,324	1,001,104
Tami L. Reller	14,832,056	28,217	16,319	1,001,104
Philip E. Soran	14,476,886	380,152	19,554	1,001,104
Sven A. Wehrwein	14,504,081	352,962	19,549	1,001,104

Ratification of the Selection of KPMG LLP as the Company’s Independent Auditor for 2018

The Company’s stockholders ratified the appointment by the Audit Committee of the Company’s Board of Directors of KPMG LLPas the Company’s independent registered public accounting firm for the year ending December 31, 2018 by voting as follows:

For	Against	Abstain	BrokerNon-Votes
15,852,574	9,140	15,982	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	BrokerNon-Votes
14,310,321	505,627	60,644	1,001,104

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 31, 2018	By:	/s/ KIMBERLY K. NELSON
		Kimberly K. Nelson
		Executive Vice President and Chief Financial Officer