MANHATTAN ASSOCIATES INC files DEF 14A

TL;DR

<b>MANHATTAN ASSOCIATES INC files DEF 14A detailing executive compensation and equity awards.</b>

AI Summary

MANHATTAN ASSOCIATES INC (MANH) filed a Proxy Statement (DEF 14A) with the SEC on April 12, 2024. Filing is a DEF 14A for MANHATTAN ASSOCIATES INC. The filing covers the period ending 2024-04-09. Company's principal executive offices are located in Atlanta, GA. The SIC code for the company is 7372 (SERVICES-PREPACKAGED SOFTWARE). The filing includes data related to equity awards and compensation for PEO and Non-PEO members across multiple fiscal years (2020-2023).

Why It Matters

For investors and stakeholders tracking MANHATTAN ASSOCIATES INC, this filing contains several important signals. This DEF 14A filing provides crucial details on executive compensation, including equity awards and changes in award values, which are important for understanding management incentives and potential dilution. The detailed breakdown of compensation components for PEO and Non-PEO members across several years allows investors to track compensation trends and assess alignment with company performance.

Risk Assessment

Risk Level: low — MANHATTAN ASSOCIATES INC shows low risk based on this filing. The filing is a routine DEF 14A, primarily focused on executive compensation disclosures, which typically carries a low inherent risk.

Analyst Insight

Review the detailed executive compensation tables and equity award disclosures to understand management incentives and potential shareholder dilution.

Key Numbers

• 2020-2023 — Fiscal Years Covered (Equity award data spans these years.)
• DEF 14A — Form Type (Type of SEC filing.)
• 000-23999 — SEC File Number (SEC file number for the company.)
• 24841455 — Film Number (Film number for the filing.)

Key Players & Entities

• MANHATTAN ASSOCIATES INC (company) — Filer name
• 2024-04-12 (date) — Filing date
• 2024-04-09 (date) — Period of report
• 7372 (industry_code) — Standard Industrial Classification
• GA (location) — State of incorporation and business address
• 2300 WINDY RIDGE PARKWAY TENTH FLOOR (address) — Business and mail address
• 30339 (zip_code) — Business and mail zip code
• 7709557070 (phone_number) — Business phone number

FAQ

Industry Context

Manhattan Associates operates in the software and services sector, specifically focusing on supply chain and commerce solutions.

Regulatory Implications

The filing is a DEF 14A, which is a proxy statement required by the SEC for publicly traded companies to solicit proxies from shareholders for annual meetings.

What Investors Should Do

1. Examine the Summary Compensation Table for detailed executive pay.
2. Analyze the equity awards granted to PEO and Non-PEO members.
3. Review any changes in the value of prior year awards vested in the current year.

Key Dates

• 2024-04-12: Filing Date — Official date the DEF 14A was filed with the SEC.
• 2024-04-09: Period of Report — The end date of the period covered by the report.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard disclosure document for executive compensation and shareholder matters, not a direct comparison to a previous filing type.

Key Financial Figures

• $127 million — total addressable market We invested $127 million in R&D, up 13%, and plan to increase ou
• $929 m — erformance Total revenue was a record $929 million, up 21%, reflecting strong demand
• $2 — nings per share. GAAP diluted EPS was $2.82, up 39% versus 2022, driven by stron
• $1.4 b — management. RPO for the year totaled $1.4 billion, up 36% over the prior year. We b
• $176 million — d revenue increasing 44% over 2022 from $176 million to $255 million. Cloud revenue represen
• $255 million — sing 44% over 2022 from $176 million to $255 million. Cloud revenue represents 93% of 2023 t
• $271 million — inancial capacity We closed 2023 with $271 million in cash and cash equivalents and zero d
• $246 m — the Company. Operating cash flow was $246 million, up 37% versus 2022, primarily du
• $166 million — in earnings in 2023. 7 We invested $166 million in share repurchases in 2023. Over the
• $1 billion — the last decade, we have invested over $1 billion in share buybacks, lowering company sha
• $700,000 — er Compensation Total Eddie Capel $700,000 $0 $8,500,111 $1,113,900 $49,44
• $0 — tion Total Eddie Capel $700,000 $0 $8,500,111 $1,113,900 $49,445 $
• $8,500,111 — Total Eddie Capel $700,000 $0 $8,500,111 $1,113,900 $49,445 $10,363,456
• $1,113,900 — ie Capel $700,000 $0 $8,500,111 $1,113,900 $49,445 $10,363,456 President, Ch
• $49,445 — 00,000 $0 $8,500,111 $1,113,900 $49,445 $10,363,456 President, Chief Execut

Filing Documents

• manh-20240409.htm (DEF 14A) — 1526KB
• img229065900_0.jpg (GRAPHIC) — 997KB
• img229065900_1.jpg (GRAPHIC) — 37KB
• img229065900_2.jpg (GRAPHIC) — 11KB
• img229065900_3.jpg (GRAPHIC) — 11KB
• img229065900_4.jpg (GRAPHIC) — 191KB
• img229065900_5.jpg (GRAPHIC) — 44KB
• img229065900_6.jpg (GRAPHIC) — 11KB
• img229065900_7.jpg (GRAPHIC) — 188KB
• img229065900_8.jpg (GRAPHIC) — 231KB
• 0000950170-24-044026.txt (&nbsp;) — 6189KB
• manh-20240409.xsd (EX-101.SCH) — 21KB
• manh-20240409_htm.xml (XML) — 255KB

Security Ownership

Security Ownership 26

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 26

Executive Compensation

Executive Compensation 28 Proposal 2 – Resolution to Approve Named Executive Officers' Compensation 28 Compensation Discussion and Analysis 29 Compensation Committee Report on Executive Compensation 41 Compensation Tables 41 Compensation Committee Interlocks and Insider Participation 46 CEO Pay Ratio 47 Pay versus Performance 48 Executive Officer Biographies 50 Audit Matters 52 Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm 52 Audit Committee Report 52 Additional Information 54 Additional Information about the Annual Meeting of Shareholders 54 Shareholder Proposals 55 Communication with Directors 55 Form 10-K 56 Other Matters 56

Forward-Looking Statements

Forward-Looking Statements 57 N OTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD May 23, 2024 Manhattan Associates Corporate Headquarters 2300 Windy Ridge Parkway, Atlanta, Georgia 30339 (770) 955-7070 NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Shareholders of Manhattan Associates, Inc. (the "Company," "Manhattan Associates," "our," "we" or "us") will be held at 2300 Windy Ridge Parkway, Atlanta, Georgia 30339, at 9:00 a.m., Eastern time, on Thursday, May 23, 2024 (the "Annual Meeting"), to consider and act upon: 1. the election of three Class II Directors to the Company's Board of Directors; 2. a nonbinding resolution to approve the compensation of the Company's named executive officers; 3. a proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024; and 4. such other business as may properly come before the Annual Meeting or any adjournment of the meeting. The Board of Directors has fixed the close of business on March 25, 2024, as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting. For instructions on voting, please refer to the notice you received in the mail or, if you requested a hard copy of the proxy materials, on your enclosed proxy card. By Order of the Board of Directors, Bruce S. Richards Senior Vice President, Chief Legal Officer and Secretary April 12, 2024 Atlanta, Georgia 2 WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE SUBMIT YOUR VOTE THROUGH THE INTERNET OR BY TELEPHONE, OR IF YOU REQUESTED PAPER COPIES OF THE PROXY MATERIALS, YOU MAY VOTE BY MAIL BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD. NO POSTAGE IS REQUIRED FOR MAILING IN THE UNITED STATES. IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDE

: Gender Identity

Part I: Gender Identity Directors 2 6

: Demographic Background

Part II: Demographic Background Asian - 1 White 2 5 6 2023 BUSINESS HIGHLIGHTS 2023 was another year of substantial progress, and we believe the Company is well positioned for long-term growth. Entering 2024, we remain focused on driving revenue growth and gaining market share with our Manhattan Active cloud solutions. We are confident in our long-term strategy driven by our market leadership in innovative supply chain and omnichannel solutions and services. We note, however, that our objectives for the year are subject to several risks and uncertainties, including the factors set forth in Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2023. We design, develop, sell, deploy, service, and maintain software solutions designed to manage omnichannel sales and service, complex supply chains, and demand forecasting and inventory planning for customers in retail, wholesale, manufacturing, pharmaceutical, consumer goods, grocery, food and beverage, government, third-party logistics transportation and other verticals. Our customers include many of the world's premier and most profitable brands. We run our Manhattan Active applications in the cloud and deliver them as subscription-based software as a service (SaaS). Our Manhattan Active architecture is highly differentiated among enterprise application providers, particularly within the omni channel and supply chain categories. Our microservices-based architecture delivers an evergreen yet highly extensible experience for our customers. We provide our customers our latest innovations quarterly, ensuring all customers run on a single fully up-to-date codebase. Our Manhattan Active solutions also provides zero downtime updates; we deliver access to our innovation seamlessly into customer environments without the need for planned maintenance windows. Regarding our accomplishments and other developments in 2023: Significant investments in innovation and expanding total

Executive compensation driven by pay-for-performance philosophy

Executive compensation driven by pay-for-performance philosophy Annual shareholder advisory ("say-on-pay") vote Prohibition on pledging and hedging of Company securities Incentive-Based Compensation Recoupment ("Clawback") Policy Other Regular Board review of enterprise risk areas Director Status Change Resignation Policy 9 2023 EXECUTIVE COMPENSATION ACTIONS Base Salaries The base salary of our President and CEO, Mr. Capel, increased by 5% over 2022. The base salary of the remaining NEOs increased 5% on average over 2022. Annual Cash Bonus Our annual cash bonus program was based on three performance measures: Target Revenue, new bookings from cloud solutions (New Cloud Bookings), and adjusted operating income (AOI), all as defined on page 36 . Based on our 2023 financial performance, the NEOs earned 158% of their 2023 annual cash bonus targets compared to 138% for 2022. Long-term Incentive Compensation Our 2023 long-term equity (Restricted Stock Unit) grants to our NEOs were 50% service-based RSUs and 50% performance-based RSUs with three performance measures: Target Revenue, New Cloud Bookings, and AOI. Based on our 2023 financial performance, the NEOs earned 158% of their 2023 performance-based RSUs compared to 138% for 2022. 10 2023 EXECUTIVE COMPENSATION ( page 28 ) Named Executive Officer Compensation The following table sets forth the total compensation earned by the Company's NEOs in 2023 as determined under SEC rules. For more details, please see Compensation Discussion and Analysis starting on page 29 and the 2023 Summary Compensation Table and its accompanying notes on page 41 . Name and Principal Position Salary Bonus Stock Awards Non-Equity Incentive Plan Compensation All Other Compensation Total Eddie Capel $700,000 $0 $8,500,111 $1,113,900 $49,445 $10,363,456 President, Chief Executive Officer, and Director Dennis B. Story 473,000 0 1,850,037 576,700 34,856 2,934,593

View Full Filing

View this DEF 14A filing on SEC EDGAR