Agilysys shareholders back pay, elect 8 directors

Agilysys, Inc. shareholders elected all director nominees, approved say-on-pay, and ratified Grant Thornton LLP as auditor for fiscal 2027.

Rhea-AI Filing Summary

AGILYSYS, INC. (AGYS) reported the results of its 2026 Annual Meeting of Stockholders held on September 2, 2026. Stockholders elected eight directors — Donald Colvin, Dana Jones, Jerry Jones, Michael Kaufman, Melvin Keating, John Mutch, Lisa Pope and Ramesh Srinivasan — each to serve until the 2027 annual meeting or until a successor is elected and qualified.

Stockholders approved the advisory vote on executive compensation, with 24,349,560 votes for, 469,542 against and 12,671 abstentions, along with 1,998,713 broker non-votes. They also ratified the appointment of Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending March 31, 2027, with 26,634,421 votes for, 175,946 against and 20,119 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for highest-supported director (Lisa Pope): 24,422,865 votes Votes for CEO-director (Ramesh Srinivasan): 24,544,227 votes Say-on-pay votes for: 24,349,560 votes +4 more

7 metrics

Votes for highest-supported director (Lisa Pope) 24,422,865 votes Election of directors at 2026 Annual Meeting

Votes for CEO-director (Ramesh Srinivasan) 24,544,227 votes Election of directors at 2026 Annual Meeting

Say-on-pay votes for 24,349,560 votes Advisory vote on executive compensation

Say-on-pay votes against 469,542 votes Advisory vote on executive compensation

Broker non-votes on say-on-pay 1,998,713 votes Advisory vote on executive compensation

Auditor ratification votes for 26,634,421 votes Ratification of Grant Thornton LLP for FY ending March 31, 2027

Auditor ratification votes against 175,946 votes Ratification of Grant Thornton LLP

Key Terms

broker non-votes, advisory vote regarding executive compensation, independent registered public accounting firm

3 terms

broker non-votes financial

"Broker Non-Votes 24,349,560 | 469,542 | 12,671 | 1,998,713"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote regarding executive compensation financial

"Proposal 2. Advisory vote regarding executive compensation."

independent registered public accounting firm financial

"Ratification of appointment of Grant Thornton LLP as our independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did AGYS stockholders decide at the 2026 Annual Meeting?

Stockholders of AGILYSYS, INC. (AGYS) elected all eight director nominees, approved the advisory vote on executive compensation, and ratified Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2027.

Were all Agilysys (AGYS) director nominees elected at the 2026 meeting?

Yes. All eight nominees — including Donald Colvin, Dana Jones, Jerry Jones, Michael Kaufman, Melvin Keating, John Mutch, Lisa Pope and Ramesh Srinivasan — were elected to serve until the 2027 Annual Meeting or until a successor is elected and qualified.

How did Agilysys (AGYS) shareholders vote on executive compensation?

Shareholders approved the advisory vote on executive compensation with 24,349,560 votes for, 469,542 against and 12,671 abstentions, plus 1,998,713 broker non-votes, indicating support for the company’s current executive pay program.

Which audit firm did Agilysys (AGYS) shareholders ratify for fiscal 2027?

Shareholders ratified Grant Thornton LLP as Agilysys’ independent registered public accounting firm for the fiscal year ending March 31, 2027, with 26,634,421 votes for, 175,946 against and 20,119 abstentions.

When was the 2026 Agilysys (AGYS) Annual Meeting held?

The 2026 Annual Meeting of Stockholders of Agilysys, Inc. was held on September 2, 2026, where shareholders voted on the election of directors, an advisory say-on-pay resolution, and ratification of the company’s independent registered public accounting firm.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/04/2026 - 04:06 PM EDT Accepted by SEC EDGAR 09/04/2026 - 04:05 PM EDT Learn about SEC filing dates

false000007874900000787492026-09-042026-09-04

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): September 04, 2026

AGILYSYS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			000-5734	34-0907152
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
3655 Brookside Parkway Suite 300
Alpharetta, Georgia				30022
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 770 810-7800

(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, without par value		AGYS		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.

(a)(b) The 2026 Annual Meeting of Stockholders of Agilysys, Inc. was held on September 2, 2026. The following matters were voted on.

Proposal 1. Election of Directors

Each of the following individuals was elected as a director, based on the voting results shown below, to serve until the 2027 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified:

	For	Against	Abstain	Broker Non-Votes
Donald Colvin	24,059,064	764,186	8,523	1,998,713
Dana Jones	24,210,925	612,225	8,624	1,998,713
Jerry Jones	24,116,144	707,020	8,609	1,998,713
Michael Kaufman	23,335,964	1,487,286	8,523	1,998,713
Melvin Keating	24,192,020	630,807	8,946	1,998,713
John Mutch	23,729,352	1,093,797	8,624	1,998,713
Lisa Pope	24,422,865	400,285	8,624	1,998,713
Ramesh Srinivasan	24,544,227	278,887	8,659	1,998,713

Proposal 2. Advisory vote regarding executive compensation.

For	Against	Abstain	Broker Non-Votes
24,349,560	469,542	12,671	1,998,713

Proposal 3. Ratification of appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2027.

For	Against	Abstain
26,634,421	175,946	20,119

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.

			AGILYSYS, INC.
Date:	September 4, 2026	By:	/s/ Kyle C. Badger
			Kyle C. Badger Senior Vice President, General Counsel and Secretary

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