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 18, 2020
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 | 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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
As reported below in Item 5.07, on May 18, 2020, the stockholders of SPS Commerce, Inc. (the “Company”) approved an amendment to the Company’s Eighth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of common stock by 55,000,000 shares (the “Amendment”). The Amendment, which was included as Proposal 4 in the Company’s proxy statement for its 2020 Annual Meeting of Stockholders filed with the Securities and Exchange Commission, became effective on May 18, 2020 upon filing of a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware.
A copy of the Certificate of Amendment as filed with the Secretary of State of the State of Delaware is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the Company’s Certificate of Incorporation, as amended and restated to reflect the Amendment, is attached as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On May 18, 2020, the Company held its 2020 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 2021 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 C. Black | 29,755,601 | 681,022 | 36,713 | 1,507,081 | ||||||||||||
Martin J. Leestma | 28,901,631 | 1,469,752 | 101,953 | 1,507,081 | ||||||||||||
James B. Ramsey | 28,549,565 | 1,886,295 | 37,476 | 1,507,081 | ||||||||||||
Marty M. Reaume | 28,570,776 | 1,865,085 | 37,475 | 1,507,081 | ||||||||||||
Tami L. Reller | 29,721,998 | 713,873 | 37,465 | 1,507,081 | ||||||||||||
Philip E. Soran | 29,179,992 | 1,255,722 | 37,622 | 1,507,081 | ||||||||||||
Sven A. Wehrwein | 28,257,715 | 2,178,178 | 37,443 | 1,507,081 | ||||||||||||
Ratification of the Selection of KPMG LLP as the Company’s Independent Auditor for 2020
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, 2020 by voting as follows:
For | Against | Abstain | Broker Non-Votes | |||
31,063,892 | 879,133 | 37,392 | 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 | |||
28,765,564 | 1,627,953 | 79,819 | 1,507,081 |
Amendment to the Eighth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock
The Company’s stockholders approved the proposal to amend the Company’s Eighth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock by voting as follows.
For | Against | Abstain | Broker Non-Votes | |||
30,306,961 | 1,662,356 | 11,100 | 0 |
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
EXHIBIT INDEX
Exhibit | Description | Method of Filing | ||||
3.1 | Certificate of Amendment to the Certificate of Incorporation, dated May 18, 2020 | Filed electronically herewith | ||||
3.2 | Ninth Amended and Restated Certificate of Incorporation, as amended through May 18, 2020 | Filed electronically herewith | ||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | Filed electronically herewith | ||||
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 21, 2020 | By: | /s/ KIMBERLY K. NELSON | ||||
Kimberly K. Nelson | ||||||
Executive Vice President and Chief Financial Officer | ||||||