333 South Seventh Street, Suite 1000
Minneapolis, Minnesota 55402
(612) 435-9400
AMENDMENT NO. 1
TO OUR PROXY STATEMENT FOR OUR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 18, 2020
April 13, 2020
This Amendment No. 1
amends the proxy statement of SPS Commerce. Inc. (the Company) dated April 6, 2020. This amendment does not change the proposals to be acted on at the 2020 annual meeting of stockholders, or the recommendations of the board of
directors of the Company (the Board) in relation thereto, which are described in the proxy statement.
The sole purpose of this Amendment is
to amend and restate the second and third full questions and answers on Page 7 of the proxy statement to clarify the votes required for each proposal, along with how votes are counted. For purposes of clarity, these full questions and answers on
Page 7 of the proxy statement misstated that the affirmative vote of the holders of a majority of the outstanding shares of common stock present in person or represented by proxy and entitled to vote at the annual meeting is required to approve the
amendment to our Eighth Amended and Restated Certificate of Incorporation and that if you abstain from voting on the proposal to approve the amendment to our Eighth Amended and Restated Certificate of Incorporation, it will have the same effect as a
vote against the proposal, but if you do not vote your shares (or, for shares held in street name, if you do not submit voting instructions and your broker, bank, trust or other nominee does not or may not vote your shares), this will have no effect
on the outcome of the vote. The proposal to approve the amendment to our Eighth Amended and Restated Certificate of Incorporation requires the approval of the majority of shares issued and outstanding, and abstentions and broker non-votes will have the same effect on this proposal as a vote against it.
These two full questions and answers on Page
7 of the proxy statement are hereby amended and restated in its entirety as follows:
What vote is required to approve each item of
business included in the notice of meeting?
A director nominee will be elected if the number of votes cast
FOR the nominee exceeds the number of votes cast AGAINST the nominee. Any incumbent director who does not receive a greater number of votes FOR than AGAINST his or her reelection in an uncontested
election shall tender his or her resignation to the board of directors, subject to acceptance by the board of directors. The board of directors will determine whether to accept or reject the offer to resign within 90 days of certification of the
stockholder vote.
The affirmative vote of the holders of a majority of the outstanding shares of common stock present in
person or represented by proxy and entitled to vote at the annual meeting is required to ratify the selection of our independent auditor.
The affirmative vote of the holders of a majority of the outstanding shares of common stock is required to approve the
amendment to our Eighth Amended and Restated Certificate of Incorporation.
For the advisory vote to approve the executive
compensation of our named executive officers, there is no minimum approval necessary for the proposal since it is an advisory vote; however, the board of directors will consider the results of the advisory vote when considering future decisions
related to such proposals.