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Tyler Technologies (NYSE: TYL) investors approve board, pay and auditors

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

Rhea-AI Filing Summary

Tyler Technologies, Inc. reported the results of its May 5, 2026 annual meeting of stockholders. All eight director nominees received strong support, each gaining tens of millions of votes in favor versus relatively few votes withheld, with additional broker non-votes recorded.

Stockholders approved an advisory resolution on executive compensation, with 36,090,178 votes for, 1,006,195 against, 107,948 abstentions, and 2,649,433 broker non-votes. They also ratified Ernst & Young LLP as independent auditors for fiscal year 2026, by 36,729,972 votes for, 3,102,889 against, and 20,893 abstentions.

A shareholder proposal regarding political spending did not pass, receiving 9,484,660 votes for, 27,406,993 against, 312,668 abstentions, and 2,649,433 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.
Executive compensation approval 36,090,178 votes for Advisory say-on-pay resolution at May 5, 2026 annual meeting
Executive compensation opposition 1,006,195 votes against Advisory say-on-pay resolution at May 5, 2026 annual meeting
Auditor ratification support 36,729,972 votes for Ratification of Ernst & Young LLP for fiscal year 2026
Auditor ratification opposition 3,102,889 votes against Ratification of Ernst & Young LLP for fiscal year 2026
Political spending proposal support 9,484,660 votes for Shareholder proposal regarding political spending
Political spending proposal opposition 27,406,993 votes against Shareholder proposal regarding political spending
Example director vote total 37,067,615 votes for Election of director nominee Ronnie D. Hawkins, Jr.
Broker non-votes on proposals 2,649,433 broker non-votes Director elections, say-on-pay, and political spending proposal
broker non-votes financial
"Nominee | Votes For | Votes Withheld | 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.
advisory resolution financial
"With respect to the approval of an advisory resolution on our executive compensation"
executive compensation financial
"With respect to the approval of an advisory resolution on our executive compensation"
Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.
independent auditors financial
"With respect to the ratification of Ernst & Young LLP as our independent auditors for fiscal year 2026"
Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.
shareholder proposal financial
"With respect to the shareholder proposal regarding political spending, shares were voted as follows"
A shareholder proposal is a formal suggestion submitted by an owner of a company’s stock asking other investors to vote on a specific change in company policy, governance, or operations at a shareholder meeting. It matters to investors because proposals can force public discussion, lead to changes that affect risk, costs, or reputation, and serve as a signal of investor priorities—like a homeowner proposing a new rule at a building meeting that could change how the whole property is run.
Understanding 8-K Material Events →
0000860731false00008607312026-05-052026-05-05


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 5, 2026 (May 5, 2026)
Date of Report (Date of earliest event reported)
_____________________________________________
TYLER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
_____________________________________________
Delaware1-1048575-2303920
(State or other jurisdiction of incorporation organization)(Commission
File Number)		 (I.R.S. Employer Identification No.)
5101 TENNYSON PARKWAYPLANOTexas75024
 (Address of principal executive offices)(City)(State)(Zip code)

(972) 713-3700
(Registrant’s telephone number, including area code)

    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)
Title of each classTrading symbol
Name of each exchange
on which registered
COMMON STOCK, $0.01 PAR VALUETYLNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5, 2026, Tyler Technologies, Inc. held its annual meeting of stockholders. The results of the matters voted on at the meeting were as follows:
With respect to the election of directors, shares were voted as follows:
NomineeVotes ForVotes WithheldBroker
Non-votes
Glenn A. Carter30,829,933 6,374,388 2,649,433 
Margot L. Carter36,184,628 1,019,693 2,649,433 
Brenda A. Cline35,631,301 1,573,020 2,649,433 
Ronnie D. Hawkins, Jr.37,067,615 136,706 2,649,433 
Cecil W. Jones37,009,108 195,213 2,649,433 
H. Lynn Moore, Jr.32,556,079 4,648,242 2,649,433 
Daniel M. Pope36,611,719 592,602 2,649,433 
Andrew D. Teed36,492,325 711,996 2,649,433 
With respect to the approval of an advisory resolution on our executive compensation, shares were voted as follows:
Votes ForVotes AgainstAbstentionsBroker
Non-votes
36,090,178 1,006,195 107,948 2,649,433 
With respect to the ratification of Ernst & Young LLP as our independent auditors for fiscal year 2026, shares were voted as follows:
Votes ForVotes AgainstAbstentions
36,729,972 3,102,889 20,893 
With respect to the shareholder proposal regarding political spending, shares were voted as follows:
Votes ForVotes AgainstAbstentionsBroker
Non-votes
9,484,660 27,406,993 312,668 2,649,433 

Item 9.01    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
Exhibit 104
Cover Page Interactive Data File (embedded in 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.
TYLER TECHNOLOGIES, INC.
/s/ Brian K. Miller 
May 5, 2026By:Brian K. Miller
Executive Vice President and Chief Financial
Officer (principal financial officer)

    

Source: View Original Filing on SEC EDGAR

FAQ

What did Tyler Technologies (TYL) shareholders decide at the 2026 annual meeting?

Shareholders elected all eight director nominees, approved an advisory resolution on executive compensation, and ratified Ernst & Young LLP as independent auditors for fiscal year 2026. They voted against a shareholder proposal related to the company’s political spending disclosures and activities.

How did Tyler Technologies (TYL) shareholders vote on executive compensation in 2026?

Shareholders approved the advisory resolution on executive compensation, with 36,090,178 votes for, 1,006,195 against, and 107,948 abstentions. There were also 2,649,433 broker non-votes, indicating strong overall support for the company’s pay practices for named executive officers.

Was Ernst & Young LLP reappointed as Tyler Technologies’ (TYL) auditor for 2026?

Yes. Shareholders ratified Ernst & Young LLP as independent auditors for Tyler Technologies’ fiscal year 2026, with 36,729,972 votes for, 3,102,889 against, and 20,893 abstentions. This vote confirms investor support for continuing the existing external audit relationship.

What happened to the Tyler Technologies (TYL) shareholder proposal on political spending?

The shareholder proposal regarding political spending was rejected. It received 9,484,660 votes for, 27,406,993 votes against, and 312,668 abstentions, along with 2,649,433 broker non-votes. This outcome indicates that most voting shareholders did not back the requested changes on political spending disclosure.

Did any Tyler Technologies (TYL) director nominees fail to be elected in 2026?

All eight director nominees were elected. Each nominee, including Glenn A. Carter, Margot L. Carter, Brenda A. Cline, Ronnie D. Hawkins, Jr., Cecil W. Jones, H. Lynn Moore, Jr., Daniel M. Pope, and Andrew D. Teed, received substantially more votes for than votes withheld.

Filing Exhibits & Attachments

3 documents

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