Tyler Technologies Reports Director Changes and Executive Compensation

TL;DR

Tyler Tech shakes up the board and adjusts exec pay - keep an eye on governance.

AI Summary

Tyler Technologies, Inc. filed an 8-K on May 9, 2024, reporting on the departure of a director, election of a new director, and compensatory arrangements for certain officers. The filing also includes information on matters submitted to a vote of security holders and financial statement exhibits.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — This filing primarily concerns routine corporate governance matters and does not indicate significant financial distress or operational disruption.

Key Players & Entities

• TYLER TECHNOLOGIES, INC. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• May 9, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — ge on which registered COMMON STOCK, $0.01 PAR VALUE TYL New York Stock Exchange

Filing Documents

• tyl-20240509.htm (8-K) — 62KB
• exhibit101amendedandrestat.htm (EX-10.1) — 183KB
• 0000860731-24-000031.txt ( ) — 401KB
• tyl-20240509.xsd (EX-101.SCH) — 2KB
• tyl-20240509_lab.xml (EX-101.LAB) — 21KB
• tyl-20240509_pre.xml (EX-101.PRE) — 12KB
• tyl-20240509_htm.xml (XML) — 3KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On May 9, 2024, 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: Nominee Votes For Votes Withheld Broker Non-votes Glenn A. Carter 30,432,928 6,530,492 2,645,985 Margot L. Carter 36,928,983 34,437 2,645,985 Brenda A. Cline 35,499,585 1,463,835 2,645,985 Ronnie D. Hawkins, Jr. 36,747,942 215,478 2,645,985 John S. Marr, Jr. 35,804,801 1,158,619 2,645,985 H. Lynn Moore, Jr. 36,290,162 673,258 2,645,985 Daniel M. Pope 36,485,719 477,701 2,645,985 Andrew D. Teed 32,343,901 4,619,519 2,645,985 With respect to the approval of an advisory resolution on our executive compensation, shares were voted as follows: Votes For Votes Against Abstentions Broker Non-votes 35,591,935 1,342,424 29,061 2,645,985 With respect to the ratification of Ernst & Young LLP as our independent auditors for fiscal year 2024, shares were voted as follows: Votes For Votes Against Abstentions 36,823,599 2,770,908 14,898 With respect to the approval of the amended and restated Tyler Technologies, Inc. 2018 Stock Incentive Plan, shares were voted as follows: Votes For Votes Against Abstentions Broker Non-votes 36,226,190 706,807 30,423 2,645,985 With respect to the shareholder proposal regarding a simple majority vote, shares were voted as follows: Votes For Votes Against Abstentions Broker Non-votes 34,292,449 2,651,031 19,940 2,645,985

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description Exhibit 10.1 Tyler Technologies, Inc. Amended and Restated 2018 Stock Incentive Plan Exhibit 104 Cover Page Interactive Data File (embedded in the Inline XBRL document)

SIGNATURES

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 9, 2024 By: Brian K. Miller Executive Vice President and Chief Financial Officer (principal financial officer)

View Full Filing

View this 8-K filing on SEC EDGAR