Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 28, 2026
Date of report (Date of earliest event reported)
SPS COMMERCE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
001-34702
41-2015127
(State of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
333 South Seventh Street, Suite 1000
Minneapolis, Minnesota
55402
(Address of Principal Executive Offices)
(Zip Code)
(612) 435-9400
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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)
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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))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.001 per share
SPSC
The Nasdaq Stock Market LLC (Nasdaq Global Market)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 28, 2026, the Company held its 2026 Annual Meeting of Stockholders and the Company's stockholders voted on the following matters:
1.Election of Directors
The following nominees were elected to serve as directors for a term that will last until the Company’s 2027 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. The voting with respect to the election of directors was as follows:
Nominee
Votes For
Votes Against
Abstain
Broker Non-Votes
Fumbi Chima
31,200,283
55,527
22,727
1,455,500
Chad Collins
31,203,650
68,110
6,777
1,455,500
Razat Gaurav
30,366,937
889,070
22,530
1,455,500
Michael McConnell
24,552,202
6,703,424
22,911
1,455,500
Mark Partin
31,187,525
68,265
22,747
1,455,500
Marty Réaume
30,150,736
1,068,583
59,218
1,455,500
Tami Reller
30,775,910
491,529
11,098
1,455,500
Philip Soran
30,109,756
1,157,338
11,443
1,455,500
Anne Sempowski Ward
30,323,659
943,302
11,576
1,455,500
2. Ratification of the Selection of KPMG LLP as Independent Auditor for the Year Ending 2026
The Company’s stockholders ratified the appointment of KPMG LLP to serve as the independent auditor for the year ending December 31, 2026 by voting as follows:
Votes For
Votes Against
Abstain
Broker Non-Votes
32,558,668
166,493
8,876
—
3. Advisory Approval of the Compensation of Named Executive Officers ("Say-on-Pay")
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers by voting as follows:
Votes For
Votes Against
Abstain
Broker Non-Votes
28,658,147
2,600,825
19,565
1,455,500
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Exhibit
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
SPS COMMERCE, INC.
Date: May 28, 2026
By:
/s/ JOSEPH DEL PRETO
Joseph Del Preto
Executive Vice President and Chief Financial Officer