QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND
VOTING
The board of directors of SPS Commerce, Inc. is soliciting proxies for use at the annual meeting of stockholders to be
held on May 31, 2018, and at any adjournment or postponement of the meeting.
Purpose of the Annual Meeting
At our annual meeting, stockholders will act upon the matters outlined in the Notice of Annual Meeting of Stockholders, and
management will report on matters of current interest to our stockholders and respond to questions from our stockholders. The matters outlined in the notice include the election of directors, the ratification of the selection of our independent
auditor for 2018, and an advisory vote to approve the compensation of our named executive officers.
Annual Meeting Voting Rights
and Attendance
Who is entitled to vote at the meeting?
The board of directors has set April 2, 2018 as the record date for the annual meeting. If you were a stockholder of record at the close
of business on April 2, 2018, you are entitled to vote at the meeting. As of the record date, 17,109,949 shares of common stock, representing all of our voting stock, were issued and outstanding and, therefore, eligible to vote at the meeting.
What are my voting rights?
Holders of our common stock are entitled to one vote per share. Therefore, a total of 17,109,949 votes are entitled to be cast at the meeting.
There is no cumulative voting.
How many shares must be present to hold the meeting?
In accordance with our bylaws, shares equal to a majority of the voting power of the outstanding shares of common stock entitled to vote
generally in the election of directors as of the record date must be present at the annual meeting in order to hold the meeting and conduct business. This is called a quorum. Shares are counted as present at the meeting if:
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you are present and vote in person at the meeting; or
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you have properly and timely submitted your proxy as described below under How do I submit my proxy?
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What is the difference between a stockholder of record and a street name holder?
If your shares are registered directly in your name, you are considered the stockholder of record with respect to those shares. If your shares
are held in a stock brokerage account or by a bank, trust or other nominee, then the broker, bank, trust or other nominee is considered to be the stockholder of record with respect to those shares, while you are considered the beneficial owner of
those shares. In that case, your shares are said to be held in street name. Street name holders generally cannot vote their shares directly and must instead instruct the broker, bank, trust or other nominee how to vote their shares using
the method described below under How do I submit my proxy?
How can I attend the meeting?
All of our stockholders are invited to attend the annual meeting. You may be asked to present valid photo identification, such as a
drivers license or passport, before being admitted to the meeting. If you hold your shares in street name, you also may be asked to present proof of ownership to be admitted to the meeting. A brokerage statement or letter from your broker,
bank, trust or other nominee are examples of proof of ownership.
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