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 10, 2012 (May 10, 2012)
Date of Report (Date of earliest event reported)
TYLER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-10485 | 75-2303920 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
5949 Sherry Lane, Suite 1400
Dallas, Texas 75225
(Address of principal executive offices)
(972) 713-3700
(Registrant’s telephone number, including area code)
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 10, 2012, 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:
| Number of | Number of Votes | Broker | ||||||||||||||
| Nominee |
Votes For | Withheld | Abstentions | Non-Votes | ||||||||||||
| Donald R. Brattain |
24,904,108 | 867,058 | 0 | 3,195,631 | ||||||||||||
| J. Luther King, Jr. |
25,550,923 | 220,243 | 0 | 3,195,631 | ||||||||||||
| John S. Marr, Jr. |
25,104,210 | 666,956 | 0 | 3,195,631 | ||||||||||||
| G. Stuart Reeves |
24,650,138 | 1,121,028 | 0 | 3,195,631 | ||||||||||||
| Michael D. Richards |
24,904,696 | 866,470 | 0 | 3,195,631 | ||||||||||||
| Dustin R. Womble |
23,453,852 | 2,317,314 | 0 | 3,195,631 | ||||||||||||
| John M. Yeaman |
24,643,682 | 1,127,484 | 0 | 3,195,631 | ||||||||||||
With respect to the proposal to amend and restate the Tyler Technologies, Inc. 2004 Employee Stock Purchase Plan:
| Broker | ||||||
| Votes For |
Votes Withheld |
Abstentions |
Non-Votes | |||
| 25,398,754 |
357,409 | 15,003 | 3,195,631 |
With respect to the ratification of Ernst & Young LLP as our independent auditors for fiscal year 2012, votes were as follows:
| Broker | ||||||
| Votes For |
Votes Withheld |
Abstentions |
Non-Votes | |||
| 27,896,030 | 312,198 | 758,569 | 0 |
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.
| Date: May 10, 2012 | By: | /s/ Brian K. Miller | ||
| Brian K. Miller | ||||
| Executive Vice President and Chief Financial Officer (principal financial officer) |