AGILYSYS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

AGILYSYS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☑ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

NOTICE OF

2024 ANNUAL MEETING OF STOCKHOLDERS

Please join us for the Agilysys, Inc. 2024 Annual Meeting of Stockholders to be held on Thursday, September 12, 2024, at 8:00 a.m., Eastern time at the Company's offices at 3655 Brookside Parkway, Suite 300, Alpharetta, Georgia 30022.

The purposes of the Annual Meeting are:

•

To elect the seven director nominees named in the attached Proxy Statement;

•

To approve the Agilysys, Inc. 2024 Equity Incentive Plan;

•

To vote, on a non-binding advisory basis, to approve the compensation of our named executive officers set forth in the Proxy Statement;

•

To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2025; and

•

To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Stockholders of record at the close of business on July 15, 2024, are entitled to vote at the Annual Meeting. It is important to vote your shares at the Annual Meeting, regardless of whether you plan to attend the meeting. In addition to voting by mail, you may vote by telephone or internet. Please refer to your enclosed proxy card and the Proxy Statement for information regarding how to vote by telephone or internet. If you choose to vote by mail, please sign, date, and promptly return your proxy card in the enclosed envelope.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders

to be held on September 12, 2024. The Proxy Statement and our Annual Report on Form 10-K

for the fiscal year ended March 31, 2024, are available at www.agilysys.com.

TABLE OF

CONTENTS

Proxy Statement