Manhattan Associates (MANH) investors back directors, pay, auditor and equity plan

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Manhattan Associates, Inc. reported the results of its 2026 Annual Meeting of Shareholders. As of the March 18, 2026 record date, 59,162,073 common shares were entitled to vote, and 55,764,873 shares were present in person or by proxy, representing about 94% participation.

Shareholders elected Class I directors Eddie Capel, Charles E. Moran, and Linda T. Hollembaek to terms expiring in 2029. They also approved, on a non-binding basis, the compensation of the named executive officers, ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved the First Amendment to the company’s 2020 Equity Incentive Plan.

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

Shares entitled to vote: 59,162,073 shares Shares present at meeting: 55,764,873 shares Support for say-on-pay: 48,346,043 for vs 5,701,372 against +3 more

6 metrics

Shares entitled to vote 59,162,073 shares Common stock as of record date March 18, 2026

Shares present at meeting 55,764,873 shares Shares present in person or by proxy at 2026 Annual Meeting

Support for say-on-pay 48,346,043 for vs 5,701,372 against Non-binding resolution on named executive officer compensation

Auditor ratification votes for 53,188,995 for Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026

Equity plan amendment support 51,202,541 for Approval of First Amendment to 2020 Equity Incentive Plan

Director votes for Eddie Capel 46,240,409 for Election of Class I Director Eddie Capel, term expiring 2029

Key Terms

Annual Meeting of Shareholders, broker non-votes, non-binding resolution, independent registered public accounting firm, +1 more

5 terms

Annual Meeting of Shareholders financial

"held the Company’s 2026 Annual Meeting of Shareholders (the “Annual Meeting”) in Atlanta"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

broker non-votes financial

"For, or Against, and the number of abstentions and broker non-votes with respect"

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.

non-binding resolution financial

"Non-binding resolution to approve the compensation of the Company’s named executive officers"

independent registered public accounting firm financial

"Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year"

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.

Equity Incentive Plan financial

"Approval of the First Amendment to Manhattan Associates, Inc. 2020 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

Understanding 8-K Material Events →

05/18/2026 - 10:03 AM

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): May 14, 2026

    

MANHATTAN ASSOCIATES, INC.

(Exact name of Registrant as Specified in Its Charter)


Georgia	0-23999	58-2373424
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2300 Windy Ridge Parkway Tenth Floor
Atlanta, Georgia		30339
(Address of Principal Executive Offices)		(Zip Code)

     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:


☐	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	MANH	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:


Proposals	Term Expires	Number of Votes
Proposals	Term Expires			For	Against	Abstained	Broker Non-Votes
1. Election of Class I Directors
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.


	Number of Votes
	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.


	Number of Votes
	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.


	Number of Votes
	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.


			Manhattan Associates, Inc.

Date:	May 18, 2026	By:	/s/ Bruce S. Richards
			Senior Vice President, Chief Legal Officer and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Manhattan Associates (MANH) shareholders vote on at the 2026 Annual Meeting?

Shareholders voted on electing three Class I directors, approving executive compensation on a non-binding basis, ratifying Ernst & Young LLP as auditor for 2026, and approving the First Amendment to the 2020 Equity Incentive Plan.

Were Manhattan Associates (MANH) director nominees elected at the 2026 Annual Meeting?

Yes, Class I directors Eddie Capel, Charles E. Moran, and Linda T. Hollembaek were elected to terms expiring in 2029 after each received a majority of votes cast in favor of their nomination at the Annual Meeting.

How did Manhattan Associates (MANH) shareholders vote on executive compensation in 2026?

Shareholders approved a non-binding resolution on named executive officer compensation, with 48,346,043 votes for, 5,701,372 against, 35,700 abstentions, and 1,681,758 broker non-votes, indicating overall support for the company’s executive pay program.

Did Manhattan Associates (MANH) shareholders ratify the company’s auditor for 2026?

Yes, shareholders ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 53,188,995 votes for, 2,543,852 against, and 32,026 abstentions, and no broker non-votes recorded.

Was the First Amendment to Manhattan Associates’ 2020 Equity Incentive Plan approved?

Shareholders approved the First Amendment to the Manhattan Associates, Inc. 2020 Equity Incentive Plan, with 51,202,541 votes for, 2,851,682 against, 28,892 abstentions, and 1,681,758 broker non-votes, authorizing the updated equity incentive framework.

What level of shareholder participation did Manhattan Associates (MANH) have at the 2026 Annual Meeting?

Participation was high, with holders of 55,764,873 shares present in person or by proxy out of 59,162,073 shares entitled to vote as of March 18, 2026, representing approximately 94% of eligible shares.

Filing Exhibits & Attachments

1 document