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 14, 2015 (May 12, 2015)
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.) |
5101 Tennyson Parkway
Plano, Texas 75024
(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 12, 2015, 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 |
Number of Votes For |
Number of Votes Withheld |
Abstentions | Broker Non-Votes | ||||
| Donald R. Brattain |
28,336,775 | 784,209 | 0 | 2,187,960 | ||||
| Glenn A. Carter |
28,175,830 | 945,154 | 0 | 2,187,960 | ||||
| Brenda A. Cline |
28,368,463 | 752,521 | 0 | 2,187,960 | ||||
| J. Luther King Jr. |
28,715,963 | 405,021 | 0 | 2,187,960 | ||||
| John S. Marr Jr. |
28,502,226 | 618,758 | 0 | 2,187,960 | ||||
| Dustin R. Womble |
22,125,194 | 6,995,790 | 0 | 2,187,960 | ||||
| John M. Yeaman |
27,263,039 | 1,857,945 | 0 | 2,187,960 |
With respect to amend the Tyler Technologies, Inc. 2010 Stock Option Plan, as amended (the “Option Plan”), to increase the number of shares of our common stock subject to the Option Plan from 5,000,000 to 9,000,000;
| Votes For |
Votes Withheld |
Abstentions |
Broker Non-Votes | |||
| 24,552,730 | 4,522,381 | 45,872 | 2,187,961 |
With respect to the ratification of Ernst & Young LLP as our independent auditors for fiscal year 2015, votes were as follows:
| Votes For |
Votes Withheld |
Abstentions |
Broker Non-Votes | |||
| 31,042,211 | 223,319 | 43,414 | 0 |
With respect to the stockholder proposal, votes were as follows:
| Votes For |
Votes Withheld |
Abstentions |
Broker Non-Votes | |||
| 25,269,444 | 3,737,840 | 113,699 | 2,187,961 |
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 14, 2015 | By: | /s/ Brian K. Miller | ||||||
| Brian K. Miller | ||||||||
| Executive Vice President and Chief Financial Officer (principal financial officer) | ||||||||