MANHATTAN ASSOCIATES INC 8-K

What Happened
Manhattan Associates, Inc. filed an 8-K on May 18, 2026 reporting results from its 2026 Annual Meeting held May 14, 2026 in Atlanta. As of the March 18, 2026 record date there were 59,162,073 shares entitled to vote; holders of 55,764,873 shares (≈94%) were present in person or by proxy. Shareholders elected three Class I directors and approved the company’s executive compensation (non-binding), ratified Ernst & Young LLP as auditor for fiscal 2026, and approved an amendment to the 2020 Equity Incentive Plan.

Key Details

• Meeting and attendance: Record date March 18, 2026; Annual Meeting held May 14, 2026; 55,764,873 shares voted (~94% of outstanding).
• Director elections (terms expiring 2029): Eddie Capel — 46,240,409 for / 7,798,150 against / 44,556 abstain (1,681,758 broker non-votes); Charles E. Moran — 49,295,647 for / 4,760,807 against / 26,661 abstain (1,681,758 broker non-votes); Linda T. Hollembaek — 40,736,566 for / 13,311,873 against / 34,676 abstain (1,681,758 broker non-votes). All three were elected.
• Say-on-pay (non-binding): Approved 48,346,043 for / 5,701,372 against / 35,700 abstain (1,681,758 broker non-votes).
• Auditor and equity plan: Ratified Ernst & Young LLP as independent registered public accounting firm for FY2026 (53,188,995 for / 2,543,852 against / 32,026 abstain); approved First Amendment to the 2020 Equity Incentive Plan (51,202,541 for / 2,851,682 against / 28,892 abstain; 1,681,758 broker non-votes).

Why It Matters
These results confirm board continuity and shareholder support for Manhattan’s governance items. The affirmative say-on-pay vote (non-binding) signals majority approval of executive compensation as disclosed, while ratifying the auditor preserves audit continuity for fiscal 2026. Approval of the equity plan amendment allows the company to implement the updated incentive plan terms approved by shareholders, which can affect future equity-based compensation practices. Investors should note the voting margins and the presence of broker non-votes in several items as part of governance oversight.