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
Date of Report (Date of earliest event reported): August 20, 2021 (August 18, 2021)
AMERICAN SOFTWARE, INC.
(Exact Name of Registrant as Specified in Charter)
Commission File Number 001-12456
| Georgia | 58-1098795 | ||||
| (State or Other Jurisdiction | (I.R.S. Employer | ||||
| of Incorporation) | Identification No.) | ||||
470 East Paces Ferry Road, NE, Atlanta, Georgia 30305
(Address of principal executive offices)
(404) 261-4381
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 Symbols | Name of Exchange on which Registered | ||||||||||||
| None | N/A | None | ||||||||||||
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 financing accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the Registrant’s annual meeting of shareholders on August 18, 2021, 28,617,352 Class A shares and 1,821,587 Class B shares were represented in person or by proxy, which constituted a quorum. Other than in the election of directors, in which holders of Class A shares and Class B shares vote as separate classes, each outstanding Class A share is entitled to a one-tenth vote per share and each outstanding Class B share is entitled to one vote per share on all matters brought before the Registrant’s shareholders. The final results for each matter submitted to the shareholders of the Registrant at the annual meeting are as follows:
1.The following persons were duly elected as directors of the Registrant:
| Votes For | Votes Against | Votes Withheld | Broker Non-Votes | |||||||||||
| CLASS A DIRECTORS | ||||||||||||||
| James B. Miller, Jr. | 22,018,976 | 3,587,137 | 17,475 | 2,993,764 | ||||||||||
| Lizanne Thomas | 23,731,087 | 1,876,157 | 16,344 | 2,993,764 | ||||||||||
| CLASS B DIRECTORS | ||||||||||||||
| James C. Edenfield | 1,821,587 | — | — | — | ||||||||||
| H. Allan Dow | 1,821,587 | — | — | — | ||||||||||
| W. Dennis Hogue | 1,821,587 | — | — | — | ||||||||||
| Matthew G. McKenna | 1,821,587 | — | — | — | ||||||||||
| Thomas L. Newberry, V | 1,821,587 | — | — | — | ||||||||||
2. The ratification of the appointment of KPMG LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending April 30, 2022 was approved as follows:
| Votes For | Votes Against | Abstentions | ||||||||||||||||||
| 4,658,056 | 23,223 | 2,043 | ||||||||||||||||||
3. The resolution approving the compensation of the Registrant’s named executive officers on an advisory basis was approved as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 4,194,136 | 184,417 | 5,393 | 299,376 | |||||||||||||||||
4. The amendment to the Registrant’s 2020 Equity Compensation Plan to increase the number of Class A Common Shares that may be issuable under the Plan was approved as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 3,517,015 | 854,420 | 12,511 | 299,736 | |||||||||||||||||
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
10.1 American Software, Inc. 2020 Equity Compensation Plan and First Amendment thereto (incorporated by
reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on July 27, 2021).
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.
| Date: August 20, 2021 | AMERICAN SOFTWARE, INC. | |||||||
| (Registrant) | ||||||||
| By: | /s/ Vincent C. Klinges | |||||||
| Name: | Vincent C. Klinges | |||||||
| Title: | Chief Financial Officer | |||||||