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
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Date of Report (Date of earliest event reported): May 14, 2026 |
MANHATTAN ASSOCIATES, INC.
(Exact name of Registrant as Specified in Its Charter)
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Georgia |
0-23999 |
58-2373424 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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2300 Windy Ridge Parkway Tenth Floor |
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Atlanta, Georgia |
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30339 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (770) 955-7070 |
(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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common stock |
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MANH |
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Nasdaq Global Select 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 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On Thursday, May 14, 2026, Manhattan Associates, Inc., a Georgia corporation (the “Company”), held the Company’s 2026 Annual Meeting of Shareholders (the “Annual Meeting”) in Atlanta, Georgia. As of the record date, March 18, 2026, there were 59,162,073 shares of common stock entitled to vote at the Annual Meeting. There were present at the Annual Meeting, in person or by proxy, holders of 55,764,873 shares, representing approximately 94% of the common stock entitled to vote at the Annual Meeting.
The matters considered and voted on by the Company’s shareholders at the Annual Meeting, the votes cast for, or against, and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below:
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Proposals |
Term Expires |
Number of Votes |
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For |
Against |
Abstained |
Broker Non-Votes |
1. Election of Class I Directors |
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Eddie Capel |
2029 |
46,240,409 |
7,798,150 |
44,556 |
1,681,758 |
Charles E. Moran |
2029 |
49,295,647 |
4,760,807 |
26,661 |
1,681,758 |
Linda T. Hollembaek |
2029 |
40,736,566 |
13,311,873 |
34,676 |
1,681,758 |
The nominees for Class I Directors were elected. Messrs. Capel and Moran and Ms. Hollembaek received the affirmative vote of a majority of the votes cast.
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Number of Votes |
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For |
Against |
Abstained |
Broker Non-Votes |
2. Non-binding resolution to approve the compensation of the Company’s named executive officers. |
48,346,043 |
5,701,372 |
35,700 |
1,681,758 |
The Company’s shareholders approved proposal 2 set forth above.
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Number of Votes |
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For |
Against |
Abstained |
Broker Non-Votes |
3. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. |
53,188,995 |
2,543,852 |
32,026 |
0 |
The Company’s shareholders approved proposal 3 set forth above.
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Number of Votes |
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For |
Against |
Abstained |
Broker Non-Votes |
4. Approval of the First Amendment to Manhattan Associates, Inc. 2020 Equity Incentive Plan |
51,202,541 |
2,851,682 |
28,892 |
1,681,758 |
The Company’s shareholders approved proposal 4 set forth above.
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 thereunto duly authorized.
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Manhattan Associates, Inc. |
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Date: |
May 18, 2026 |
By: |
/s/ Bruce S. Richards |
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Senior Vice President, Chief Legal Officer and Secretary |