MANHATTAN ASSOCIATES INC
For the period ended Apr 2, 2026. Filed Apr 2, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 2, 2026 · Filed Apr 2, 2026
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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
MANHATTAN ASSOCIATES, INC.
(Name of Registrant as Specified in Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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.
Table of Contents
| Notice of Annual Meeting of Shareholders | 2 |
|---|---|
| Proxy Statement Highlights | 4 |
| Proxy Statement | 13 |
| Governance | 14 |
| Proposal 1 - Election of Directors | 14 |
| Board of Directors and Committees | 14 |
| Director Compensation | 25 |
| Share Ownership Guidelines | 26 |
| Insider Trading Policy | 26 |
| Related Party Transactions | 27 |
| Security Ownership | 28 |
| Security Ownership of Certain Beneficial Owners and Management | 28 |
| Executive Compensation | 30 |
| Proposal 2 – Resolution to Approve Named Executive Officers’ Compensation | 30 |
| Compensation Discussion and Analysis | 31 |
| Compensation Committee Report on Executive Compensation | 45 |
| Compensation Tables | 46 |
| Compensation Committee Interlocks and Insider Participation | 52 |
| CEO Pay Ratio | 53 |
| Pay versus Performance | 54 |
| Executive Officer Biographies | 57 |
| Audit Matters | 59 |
| Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm | 59 |
| Audit Committee Report | 59 |
| First Amendment to Manhattan Associates, Inc. 2020 Equity Incentive Plan | 61 |
| Proposal 4 – Approval of the First Amendment to Manhattan Associates, Inc. 2020 Equity Incentive Plan | 61 |
| Additional Information | 70 |
| Additional Information about the Annual Meeting of Shareholders | 70 |
| Shareholder Proposals | 71 |
| Communication with Directors | 71 |
| Other Matters | 72 |
| Forward-Looking Statements | 73 |
| Appendix A – First Amendment to Manhattan Associates, Inc. 2020 Equity Incentive Plan | 74 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.