Tyler Technologies Inc. Files Definitive Proxy Statement for 2024 Annual Meeting

Ticker: TYL · Form: DEF 14A · Filed: Mar 29, 2024 · CIK: 860731

Tyler Technologies Inc DEF 14A Filing Summary
FieldDetail
CompanyTyler Technologies Inc (TYL)
Form TypeDEF 14A
Filed DateMar 29, 2024
Risk Levellow
Pages15
Reading Time18 min
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Tyler Technologies, Executive Compensation, Corporate Governance

TL;DR

<b>Tyler Technologies Inc. has filed its Definitive Proxy Statement for the 2024 Annual Meeting, detailing executive compensation and corporate governance for the fiscal year 2023.</b>

AI Summary

TYLER TECHNOLOGIES INC (TYL) filed a Proxy Statement (DEF 14A) with the SEC on March 29, 2024. Tyler Technologies Inc. filed a Definitive Proxy Statement (DEF 14A) on March 29, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal executive offices are located at 5101 Tennyson Pkwy, Plano, TX 75024. The filing includes data related to executive compensation for the fiscal years 2020 through 2023. Tyler Technologies Inc. is classified under SIC code 7372 (Services-Prepackaged Software).

Why It Matters

For investors and stakeholders tracking TYLER TECHNOLOGIES INC, this filing contains several important signals. This DEF 14A filing provides shareholders with crucial information regarding executive compensation, director nominations, and other matters to be voted on at the upcoming annual meeting, enabling informed voting decisions. The detailed disclosure of executive compensation and stock awards over multiple years allows investors to assess the company's pay practices and their alignment with performance and shareholder interests.

Risk Assessment

Risk Level: low — TYLER TECHNOLOGIES INC shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not contain new material adverse information.

Analyst Insight

Review the executive compensation details and any shareholder proposals to understand management's incentives and potential governance changes.

Key Numbers

  • 2023-12-31 — CONFORMED PERIOD OF REPORT (CONFORMED PERIOD OF REPORT)
  • 2024-03-29 — FILED AS OF DATE (FILED AS OF DATE)
  • 2024-03-29 — DATE AS OF CHANGE (DATE AS OF CHANGE)
  • 2023 — FISCAL YEAR END (FISCAL YEAR END)
  • 001-10485 — SEC FILE NUMBER (SEC FILE NUMBER)
  • 24802879 — FILM NUMBER (FILM NUMBER)

Key Players & Entities

  • TYLER TECHNOLOGIES INC (company) — FILER
  • 0000860731 (company) — CENTRAL INDEX KEY
  • 7372 (company) — STANDARD INDUSTRIAL CLASSIFICATION
  • DE (company) — STATE OF INCORPORATION
  • 5101 TENNYSON PKWY (company) — BUSINESS ADDRESS STREET 1
  • PLANNO (company) — BUSINESS ADDRESS CITY
  • TX (company) — BUSINESS ADDRESS STATE
  • 75024 (company) — BUSINESS ADDRESS ZIP

FAQ

When did TYLER TECHNOLOGIES INC file this DEF 14A?

TYLER TECHNOLOGIES INC filed this Proxy Statement (DEF 14A) with the SEC on March 29, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by TYLER TECHNOLOGIES INC (TYL).

Where can I read the original DEF 14A filing from TYLER TECHNOLOGIES INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by TYLER TECHNOLOGIES INC.

What are the key takeaways from TYLER TECHNOLOGIES INC's DEF 14A?

TYLER TECHNOLOGIES INC filed this DEF 14A on March 29, 2024. Key takeaways: Tyler Technologies Inc. filed a Definitive Proxy Statement (DEF 14A) on March 29, 2024.. The filing covers the fiscal year ending December 31, 2023.. The company's principal executive offices are located at 5101 Tennyson Pkwy, Plano, TX 75024..

Is TYLER TECHNOLOGIES INC a risky investment based on this filing?

Based on this DEF 14A, TYLER TECHNOLOGIES INC presents a relatively low-risk profile. The filing is a routine DEF 14A, which is standard for public companies and does not contain new material adverse information.

What should investors do after reading TYLER TECHNOLOGIES INC's DEF 14A?

Review the executive compensation details and any shareholder proposals to understand management's incentives and potential governance changes. The overall sentiment from this filing is neutral.

How does TYLER TECHNOLOGIES INC compare to its industry peers?

Tyler Technologies Inc. operates in the software industry, providing technology solutions primarily to government and public sector entities.

Are there regulatory concerns for TYLER TECHNOLOGIES INC?

As a public company, Tyler Technologies Inc. is subject to SEC regulations governing proxy solicitations and corporate disclosures, including the requirements of the Securities Exchange Act of 1934.

Industry Context

Tyler Technologies Inc. operates in the software industry, providing technology solutions primarily to government and public sector entities.

Regulatory Implications

As a public company, Tyler Technologies Inc. is subject to SEC regulations governing proxy solicitations and corporate disclosures, including the requirements of the Securities Exchange Act of 1934.

What Investors Should Do

  1. Analyze the detailed executive compensation tables for key executives, noting any significant changes or awards.
  2. Review the proposals being put forth for shareholder vote, such as director elections or any shareholder-initiated resolutions.
  3. Examine the corporate governance disclosures to understand the company's board structure and policies.

Key Dates

  • 2024-03-29: Filing Date — Definitive Proxy Statement (DEF 14A) filed.
  • 2023-12-31: Fiscal Year End — Period covered by the proxy statement.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard annual disclosure. Specific financial performance data for the fiscal year 2023 will be found in the company's 10-K filing.

Filing Stats: 4,572 words · 18 min read · ~15 pages · Grade level 14.1 · Accepted 2024-03-29 12:05:27

Filing Documents

Security Ownership of Directors and Management

Security Ownership of Directors and Management 5 Delinquent Section 16(a) Reports 6 Proposals For Consideration 8 Proposal One – Election of Directors 8 Director Nominees and Executive Officers 12 Proposal Two – Advisory Approval of Our Executive Compensation 20 Proposal Three – Ratification of Our Independent Auditors for Fiscal Year 202 4 21 Proposal Four – Approval of the A mended and Restated Tyler Technologies, Inc. 2018 Stock Incentive Plan 22 Proposal F ive – Sha reholder P ropos al Regarding a Simple Ma j ority Vote 31 Operations Of The Board And i ts Committees 35 General Information 35 Board Leadership Structure 35 The Board's Role in Risk Oversight 36 Board and Committee Independence 36 Meetings of the Board of Directors and Committees 37 Annual Self-Evaluations 37 Board Committees 37 Non-Employee Director Compensation 39 Director & Officer Liability Insurance 41 Communications with Our Board of Directors 41 Certain Relationships And Related Transactions 42 Report o f t he Audit Committee 43 Corporate Governance Principles 44 Corporate Governance Guidelines 44 Code of Business Conduct and Ethics 44 Anti-Bribery Policy 45 Page Whistleblower Policy 45 Stock Ownership Guidelines 45 In sider Trading Polic y 46 Rul e 10 b 5-1 Plan s 46 Stock Anti-Hedging and Pledging Policy 46 Corporate Responsibility 47 Shareholder Engagement 48 Compensation Discussion And Analysis 49 Executive Summary 49 202 3 Business Highlights 49 202 3 Executive Compensation Summary 50 Compensation Philosophy And Objectives 52 Elements of Executive Compensation 52

Executive Compensation Related Policies and Practices

Executive Compensation Related Policies and Practices 53 Process For Setting Executive Compensation 54 Role of our CEO and the O ther Named Executive Officers 54 Factors Considered in Setting Executive Compensation 55 Peer Group 55 Analysis Of Named Executive Officer Compensation 57 202 3 Named Executive Compensation Structure and Process 57 202 4 Named Executive Officer Compensation 64 Benefits 66 Employment Agreements 67 Other Important Elements of Our Executive Compensation 68 Compensation Committee Report 69 Compensation Committee Interlocks and Insider Participation 69

Executive Compensation

Executive Compensation 70 Summary Compensation Table 70 Pay Versus Performance 71 CEO Pay Ratio 74 Grants of Plan-Based Awards in 202 3 75 Outstanding Equity Awards at Year-End 76 Option Exercises and Stock Vested 79 Potential Payments under Employment A greements 79 Other Helpful Information 80 Shareholder Proposals 82 A p pend ix A - Amended and Restated Ty ler Technologies, Inc. 20 18 Stock Incentive Plan A- 1 Table of Contents General Information This Proxy Statement and accompanying form of proxy, solicited on behalf of the Board of Directors, are being made available to shareholders on or about March 29, 2024. This summary highlights information contained elsewhere in this Proxy Statement and does not contain all of the information you should consider. Please read the entire Proxy Statement carefully before voting. Proposals Shareholders are being asked to vote on the following matters at the 2024 Annual Meeting. Proposal Description Vote Requirement for Approval Board Recommendation Effect of Abstentions Effect of Broker Non-Votes Proposal One Election of Directors Majority of votes cast FOR No effect No effect Proposal Two Advisory Approval of Our Executive Compensation Majority of shares present in person or represented by proxy FOR Counted as "AGAINST" No effect Proposal Three Ratification of Our Independent Auditors for Fiscal Year 2024 Majority of shares present in person or represented by proxy FOR Counted as "AGAINST" Discretionary vote Proposal Four Approval of the Amended and Restated Tyler Technologies, Inc. 2018 Stock Incentive Plan Majority of shares present in person or represented by proxy FOR Counted as "AGAINST" No effect Proposal Five Shareholder Proposal Regarding a Simple Majority Vote 66.67% of shares present in person or represented by proxy AGAINST Counted as "AGAINST" No effect 1 2024 Proxy Statement General Information Table of Contents Director Nominees The following tab

Executive compensation recovery policy and incentive compensation recovery policy

Executive compensation recovery policy and incentive compensation recovery policy Shareholder Rights Snapshot Tyler is not a controlled company Board is not a classified board No cumulative voting Board has ability to issue blank-check preferred stock Shareholders approved majority vote requirement for mergers, share exchanges, and certain other transactions at 2022 annual meeting Shareholders approved provision for shareholder ability to call special meetings at 2022 annual meeting Shareholders approved provision for shareholder ability to request action by written consent at 2022 annual meeting Compensation Facts: At a Glance Our executive compensation program is designed and administered to reward for performance based on the following objectives: Provide compensation that attracts, motivates, retains and rewards a talented executive team with deep experience in the public sector and cloud technology; Design compensation to prevent excessive risk-taking while rewarding for responsible growth of revenue and operating margin with a mix of compensation elements which balance performance-based with service-based compensation and annual with long-term compensation; and Deliver compensation based on the achievement of key operational results and long-term strategic objectives which drive Company performance and align executive compensation with increased shareholder value. To achieve these objectives, elements of our compensation program include: A mix of fixed compensation, short-term incentives, and long-term incentives to provide total compensation designed to attract and retain executive talent and reward sustained strong performance Total annual target compensation to Named Executive Officers provided as 80% performance-based and 20% service-based Performance-based incentives linked to achievement of annual and long-term growth goals No material non-cash benefits, deferred compensation benefits, or other executive perquisites Health and welfare

Security Ownership of Directors and Management

Security Ownership of Directors and Management Name and Address of Beneficial Owner (1) Direct (2) (#) Options Exercisable Within 60 Days (3) (#) Stock Awards Vested Within 60 Days (4) (#) Other (5) (#) Total (#) Percent of Class (6) (%) The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 4,969,048 (7) — — — 4,969,048 11.7 BlackRock, Inc. 55 Hudson Yards New York, NY 10001 3,249,262 (8) — — — 3,249,262 7.7 Directors and Nominees Glenn A. Carter 2,011 13,350 643 — 16,004 * Margot L. Carter — (9) — — — — * Brenda A. Cline 1,358 (10) 10,000 643 4,002 (10) 16,003 * Ronnie D. Hawkins, Jr. 1,358 — 643 — 2,001 * Mary L. Landrieu 1,786 — 643 — 2,429 * Daniel M. Pope 3,370 — 643 — 4,013 * Andrew D. Teed 3,000 (11) — — 2,000 (11) 5,000 * Dustin R. Womble 11,959 (12) — 643 15,921 (13) 28,523 * Named Executive Officers John S. Marr, Jr. 6,983 (14) 119,000 — 51,388 (14) 177,371 * H. Lynn Moore, Jr. 75,000 198,166 — — 273,166 * Brian K. Miller 16,160 (15) 38,332 — 26,781 (16) 81,273 * Jeffrey D. Puckett 4,654 53,291 — — 57,945 * Directors and executive officers as a group (12 persons) 127,639 432,139 3,858 100,092 663,728 1.5 5 2024 Proxy Statement Securities Ownership Table of Contents * Less than one percent of our outstanding common stock 1. Unless otherwise noted, the address of each beneficial owner is our corporate headquarters: 5101 Tennyson Parkway, Plano, Texas 75024. 2. "Direct" represents shares as to which each named individual has sole voting or dispositive power. All share numbers are rounded to the nearest whole share. 3. "Options Exercisable within 60 Days" reflects the number of shares that could be purchased by exercise of options at March 15, 2024, or within 60 days thereafter. 4. "Stock Awards Vested within 60 Days" reflects the number of restricted stock units that will vest and be settled in shares at March 15, 2024, or within 60 days thereafter. 5. "Other" represents the number of sh

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