Edgar Filing: SPS COMMERCE INC

SPS COMMERCE, INC.

Date: May 16, 2013

/s/ KIMBERLY K. NELSON

Kimberly K. Nelson

Executive Vice President and Chief Financial Officer

Form 8-K

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 15, 2013

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, MN

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))

Item 5.07.

Submission of Matters to a Vote of Security Holders

On May 15, 2013, SPS Commerce, Inc. (the “Company”) held its 2013 Annual Meeting of Stockholders. At the 2013 Annual Meeting, the Company’s stockholders voted on the following matters:

Election of Directors

The following nominees were re-elected to serve as directors for a term that will last until the Company’s 2014 Annual Meeting of Stockholders or until his successor is duly elected and qualified. The number of votes cast for and withheld from each nominee and the number of broker non-votes with respect to each nominee were as follows:


Name	Votes For		Votes Withheld		Broker Non-Votes
Archie C. Black		12,867,360		160,179		834,908
Bradley A. Cleveland		13,011,295		16,244		834,908
Michael B. Gorman		12,831,124		196,415		834,908
Martin J. Leestma		12,805,585		221,954		834,908
Philip E. Soran		12,798,376		229,163		834,908
George H. Spencer, III		12,642,019		385,520		834,908
Sven A. Wehrwein		12,994,925		32,614		834,908

Ratification of the Selection of Grant Thornton LLP as the Company’s Independent Auditor for 2013

The Company’s stockholders ratified the appointment by the Audit Committee of the Company’s Board of Directors of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2013 by voting as follows:


For	Against	Abstain	Broker Non-Votes
13,853,314	8,089	1,044	0

Advisory Vote on Approval of the Compensation of the Company’s Named Executive Officers

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers by voting as follows:


For	Against	Abstain	Broker Non-Votes
11,815,490	1,204,001	8,048	834,908

Advisory Vote on the Frequency of Future Votes to Approve the Compensation of the Company’s Named Executive Officers

The Company’s stockholders voted as follows on the frequency of future votes to approve the compensation of the Company’s named executive officers:


One Year	Two Years	Three Years	Abstain	Broker Non-Votes
12,528,694	182,470	314,287	2,088	0

Based on the results of such vote, the Company’s Board of Directors has determined to include a stockholder vote on executive compensation in the Company’s proxy materials on an annual basis.

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.