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SPS Commerce (SPSC) investors approve directors, KPMG auditor and say-on-pay

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

SPS Commerce, Inc. reported the results of its 2026 Annual Meeting of Stockholders. Stockholders elected nine directors, including Fumbi Chima and Chad Collins, each receiving more than 30 million votes for, except Michael McConnell who received 24,552,202 votes for and 6,703,424 against, along with broker non-votes.

Stockholders also ratified the selection of KPMG LLP as the independent auditor for the year ending December 31, 2026, with 32,558,668 votes for, 166,493 against and 8,876 abstentions. In an advisory vote, stockholders approved the compensation of the company’s named executive officers, with 28,658,147 votes for, 2,600,825 against, 19,565 abstentions and 1,455,500 broker non-votes.

Positive

  • None.

Negative

  • None.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Votes for KPMG LLP as auditor 32,558,668 votes Ratification of independent auditor for year ending December 31, 2026
Votes for say-on-pay 28,658,147 votes Advisory approval of named executive officer compensation
Votes against say-on-pay 2,600,825 votes Advisory approval of named executive officer compensation
Broker non-votes on director elections 1,455,500 votes Each director election proposal at 2026 Annual Meeting
Votes for Fumbi Chima 31,200,283 votes Election as director until 2027 Annual Meeting
Votes for Michael McConnell 24,552,202 votes Election as director until 2027 Annual Meeting
Annual Meeting of Stockholders financial
"On May 28, 2026, the Company held its 2026 Annual Meeting of Stockholders"
broker non-votes financial
"The voting with respect to the election of directors was as follows ... Broker Non-Votes"
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.
independent auditor financial
"ratified the appointment of KPMG LLP to serve as the independent auditor for the year ending December 31, 2026"
An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.
Advisory Approval of the Compensation of Named Executive Officers financial
"Advisory Approval of the Compensation of Named Executive Officers ("Say-on-Pay")"
say-on-pay financial
"The Company’s stockholders approved, on an advisory basis, the compensation ... ("Say-on-Pay")"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
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Understanding 8-K Material Events →
FALSE000109269900010926992026-05-282026-05-28

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
May 28, 2026
Date of report (Date of earliest event reported)
SPS COMMERCE, INC. 
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-34702 41-2015127
(State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
 
333 South Seventh Street, Suite 1000
Minneapolis, Minnesota
 55402
(Address of Principal Executive Offices) (Zip Code)
 
(612) 435-9400 
(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 (see General Instruction A.2. below):
☐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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.001 per shareSPSC
The Nasdaq Stock Market LLC
(Nasdaq Global 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 May 28, 2026, the Company held its 2026 Annual Meeting of Stockholders and the Company's stockholders voted on the following matters:
1.Election of Directors
The following nominees were elected to serve as directors for a term that will last until the Company’s 2027 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. The voting with respect to the election of directors was as follows:
NomineeVotes ForVotes AgainstAbstainBroker Non-Votes
Fumbi Chima31,200,283 55,527 22,727 1,455,500 
Chad Collins31,203,650 68,110 6,777 1,455,500 
Razat Gaurav30,366,937 889,070 22,530 1,455,500 
Michael McConnell24,552,202 6,703,424 22,911 1,455,500 
Mark Partin31,187,525 68,265 22,747 1,455,500 
Marty Réaume30,150,736 1,068,583 59,218 1,455,500 
Tami Reller30,775,910 491,529 11,098 1,455,500 
Philip Soran30,109,756 1,157,338 11,443 1,455,500 
Anne Sempowski Ward30,323,659 943,302 11,576 1,455,500 

2. Ratification of the Selection of KPMG LLP as Independent Auditor for the Year Ending 2026
The Company’s stockholders ratified the appointment of KPMG LLP to serve as the independent auditor for the year ending December 31, 2026 by voting as follows:
Votes ForVotes AgainstAbstainBroker Non-Votes
32,558,668 166,493 8,876 — 

3. Advisory Approval of the Compensation of Named Executive Officers ("Say-on-Pay")
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers by voting as follows:
Votes ForVotes AgainstAbstainBroker Non-Votes
28,658,147 2,600,825 19,565 1,455,500 



Item 9.01. Financial Statements and Exhibits.
(d)    Exhibits
Exhibit No.Exhibit
104Cover Page Interactive Data File (embedded within the Inline XBRL document)






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.
 SPS COMMERCE, INC.
   
  
Date: May 28, 2026
By:/s/ JOSEPH DEL PRETO
  Joseph Del Preto
  Executive Vice President and Chief Financial Officer
  
 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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