Current Report Filing (8-k)
February 07 2018 - 4:45PM
Edgar (US Regulatory)
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
February 2, 2018
Date of report (Date of earliest event reported)
SPS COMMERCE,
INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-34702
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41-2015127
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(State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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333 South Seventh Street, Suite 1000
Minneapolis, MN
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55402
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(Address of Principal Executive Offices)
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(Zip Code)
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(612)
435-9400
(Registrants 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)
☐ 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))
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). ☐
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. ☐
Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(e) On February 2, 2018, the Compensation Committee (Committee) of the Board of Directors of SPS Commerce, Inc.
(the Company) approved a new form performance stock unit (PSU) award agreement to be used for PSU awards under the Companys 2010 Equity Incentive Plan, as amended (the Plan). Under the terms of the Plan and
the PSU award agreement, an award of PSUs is expressed in terms of a target number of PSUs, a percentage of which (ranging from 0% to a specified percentage) are capable of being earned and vested over a specified performance period depending on the
Companys performance during such performance period and the award recipients continued employment. The specific terms and conditions of PSU awards, including the performance measures utilized, will be determined by the Committee in
accordance with the Plan. The form PSU award agreement approved by the Committee is attached as Exhibit 10.1 to this Current Report on Form
8-K
and is incorporated herein by reference. A copy of the Plan was
filed as Exhibit 10.6 to the Companys Annual Report on Form
10-K
for the year ended December 31, 2014.
Item 9.01.
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Financial Statements and Exhibits.
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(d)
Exhibits.
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.
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SPS COMMERCE, INC.
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Date: February 7, 2018
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By:
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/s/ KIMBERLY K. NELSON
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Kimberly K. Nelson
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Executive Vice President and Chief Financial Officer
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