AMERICAN SOFTWARE, INC. (NASDAQ:AMSWA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 29, 2019, the Board of Directors of American Software, Inc. (the “Registrant”) adopted the 2020 Equity Compensation Plan (the “2020 Plan”), subject to the approval of the Registrant’s shareholders. At the Registrant’s annual meeting of shareholders held on August 21, 2019, shareholders approved the 2020 Plan and it became effective as of that date. The results of the shareholder vote on the 2020 Plan are set forth below under Item 5.07 of this Current Report on Form 8-K.

A description of the material terms of the 2020 Plan is set forth under the caption “Proposal 4 – Approval of 2020 Equity Compensation Plan” in the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on July 26, 2019, and is incorporated herein by reference. The description of the 2020 Plan included therein does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the 2020 Plan, a copy of which is incorporated herein by reference to Exhibit 10.1 to this Current Report on Form 8-K.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

At the Registrant’s annual meeting of shareholders on August 21, 2019, 28,002,585 Class A shares and 1,821,587 Class B shares were represented in person or by proxy, which constituted a quorum. Other than in the election of directors, in which holders of Class A shares and Class B shares vote as separate classes, each outstanding Class A share is entitled to a one-tenth vote per share and each outstanding Class B share is entitled to one vote per share on all matters brought before the Registrant’s shareholders. The final results for each matter submitted to the shareholders of the Registrant at the annual meeting are as follows:

1. The following persons were duly elected as directors of the Registrant:

2. The ratification of the appointment of KPMG LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending April 30, 2020 was approved as follows:

3. The resolution approving the compensation of the Registrant’s named executive officers, on an advisory basis, was approved as follows:

4. The resolution approving the adoption of the Registrant’s 2020 Equity Compensation Plan was approved as follows:

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

About AMERICAN SOFTWARE, INC. (NASDAQ:AMSWA)

American Software, Inc. (American Software) develops, markets and supports a portfolio of software and services that delivers enterprise management, supply chain and retail planning solutions to the marketplace. The Company operates through three business segments: Supply Chain Management (SCM), Enterprise Resource Planning (ERP) and Information Technology (IT) Consulting. The SCM segment consists of Logility, Inc. and its subsidiary, Demand Management, Inc. (DMI), both of which provide supply chain and retail planning solutions to trading partners. The ERP segment consist of American Software ERP, which provides business software for manufacturers and distributors, and New Generation Computing, Inc. (NGC), which provides industry-specific business software to both retailers and manufacturers in the apparel, footwear, sewn products and furniture industries. The IT Consulting segment consists of The Proven Method, Inc., an IT staffing and consulting services firm.