Washington, D.C. 20549
AMERICAN SOFTWARE, INC.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Director Appointment
On June 28, 2023, the Board of Directors (the “Board”) of American Software, Inc. (the “Company”) increased the size of the Board from eight members to nine members and appointed Ms. Celena Matlock, age 51, as a Class B Director to fill the vacancy created by the increase in the size of the Board. Beginning July 10, 2023, Ms. Matlock will serve until, and will be nominated for election at, the 2023 Annual Meeting of Shareholders of the Company.
Ms. Matlock joins as the ninth member of American Software’s Board of Directors. Ms. Matlock will continue to serve as the Chief Audit, Risk & ESG Officer of Sierra Space, as she has since 2022, an aerospace company that is building a shared ecosystem in space for scientific collaboration and innovation. Prior to Sierra Space, Ms. Matlock served as the Senior Vice President, Internal Audit to Aerion Supersonic, reporting to the Audit Committee to build and lead the internal audit program. Previously, Ms. Matlock held several executive positions at Warner Media and Turner Broadcasting System in financial compliance. Ms. Matlock holds a Bachelor of Business Administration, Accounting from Boston University.
The Board determined that Ms. Matlock has no relationship with the Company or its subsidiaries, either directly or indirectly, that would be inconsistent with a determination of independence under the applicable rules and regulations of the NASDAQ Stock Market and the U.S. Securities and Exchange Commission (the “SEC”). Ms. Matlock has not been appointed to any Board committee at this time. Ms. Matlock was not appointed as a director pursuant to any arrangement or understanding with any person, and Ms. Matlock is not a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.
Compensation
Ms. Matlock will be compensated in the same way as other non-executive Board members. Ms. Matlock will be compensated via an initial $25,000 Restricted Stock Unit (“RSU”) grant on July 10,2023 her start date with the Board, based on the Company’s closing share price on such start date, and cash, as set forth below.
In addition to the initial $25,000 RSU grant, Board members receive annual grants of RSUs worth approximately $120,000, based on the Company’s closing share price on the award date. The award of RSUs will be subject to the Company’s 2020 Equity Compensation Plan, or a successor plan, as applicable. The RSUs will vest as Class A common shares of the Company in full one year after the date of grant, subject to the Board members’ continued service on the Board through the vesting date. Until vesting, the RSUs will not entitle a Board member to voting rights, dividends, or other rights or privileges of owning Class A common shares of the Company. Board members also receive cash compensation of $70,000 annually, paid on a per-fiscal quarter basis, following scheduled quarterly Board meetings, pro-rated in their first year based on their start date.
ITEM 7.01. REGULATION FD DISCLOSURE.
On July 5, 2023, the Company issued a press release regarding Ms. Matlock’s appointment as a Class B Director. The full text of this press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.
Pursuant to the rules and regulations of the SEC, the information furnished pursuant to Item 7.01 of this report is deemed to have been furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
99.1 Press Release of American Software, Inc., dated July 5, 2023.
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.
| AMERICAN SOFTWARE, INC. | |
| (Registrant) | |
| | | |
| Date: July 5, 2023 | By: | /s/ Vincent C. Klinges | |
| Name: | Vincent C. Klinges | |
| Title: | Chief Financial Officer | |
