AMERICAN SOFTWARE, INC. (NASDAQ:AMSWA) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07
On August23, 2017, American Software, Inc. (the “Registrant”) held its annual meeting of shareholders. At the meeting, 25,568,023 ClassA shares and 2,329,098 ClassB shares were represented in person or by proxy, which constituted a quorum. Other than in the election of directors, in which holders of ClassA shares and ClassB shares vote as separate classes, each outstanding ClassA share is entitled toa one-tenthvote per share and each outstanding ClassB 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: |
Votes For |
Votes Against |
Votes Withheld |
Broker Non-Votes |
|
CLASS A DIRECTORS |
||||
W. Dennis Hogue |
19,578,152 | 1,026,686 | 20,998 | 4,942,187 |
James B. Miller |
17,262,291 | 3,342,809 | 20,736 | 4,942,187 |
CLASS B DIRECTORS |
||||
James C. Edenfield |
2,329,098 | |||
J. Michael Edenfield |
2,329,098 | |||
Matthew G. McKenna |
2,329,098 | |||
Thomas L. Newberry, V |
2,329,098 |
2. The ratification of the appointment of KPMG LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending April30, 2018 was approved as follows:
Votes For |
VotesAgainst |
Abstentions |
4,830,422 | 52,618 | 2,860 |
3. The resolution approving the compensation of the Registrant’s named executive officers, on an advisory basis, was approved as follows:
Votes For |
VotesAgainst |
Abstentions |
Broker Non-Votes |
4,345,316 | 34,949 | 11,416 | 494,219 |
4. The amendment to Registrant’s 2011 Equity Compensation Plan (the “Plan”) to increase the number of shares authorized to be issued to the Plan by 1,000,000 shares from 6,000,000 shares to 7,000,000 shares was approved as follows:
Votes For |
VotesAgainst |
Abstentions |
Broker Non-Votes |
4,192,132 | 195,483 | 4,067 | 494,219 |
5.The resolution to conduct future advisory votes on the compensation of our named executive officers on an annual basis was approved as follows:
One Year |
Two Years |
Three Years |
Abstentions |
Broker Non-Votes |
4,103,204 |
7,763 |
266,701 | 14,015 | 494,219 |
In light of the above results, the Registrant will include a shareholder vote on the compensation of executives in the proxy materials every year until the next required vote on the frequency of shareholder votes on the compensation of our named executive officers.
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.