FALSE000109269900010926992023-03-012023-03-01
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
March 1, 2023
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 |
(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, Minnesota
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55402 |
(Address of Principal Executive Offices) |
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(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):
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☐ |
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) |
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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:
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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)
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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
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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 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On March 2, 2023, SPS Commerce, Inc. (the “Company”) announced that
its Chief Executive Officer, Archie Black, will retire from his
position as Chief Executive Officer and transition to the newly
created position of Executive Chair of the Board, effective upon
his successor’s appointment as the Company’s Chief Executive
Officer. The Board of Directors of the Company has approved the
appointment of Philip Soran, the current Chair of the Board, to the
position of lead independent director of the Board, effective as of
the date Archie Black assumes the role of Executive Chair. The
Board has commenced a search for a new Chief Executive
Officer.
In addition, the Company and Mr. Black entered into an amendment
(the “Black Amendment”), dated as of March 1, 2023, to his Amended
and Restated Executive Severance and Change in Control Agreement
dated effective as of February 13, 2020 (the “Black Agreement”),
which provides that, in order to qualify as a “Retirement” under
the Black Agreement, the services that Mr. Black must perform
during the six-month notice period will include substantive
services as agreed upon between the Company and Mr. Black (which
the Company and Mr. Black have agreed to be services associated
with Mr. Black continuing to be employed in the newly created
position of Executive Chair of the Board), and that the Company
may, in its sole discretion, designate a termination date earlier
than the retirement date identified by Mr. Black. As a result, if
Mr. Black remains in the role of Executive Chair of the Board until
his retirement date as Executive Chair of the Board, then he will
receive the benefits under the retirement provisions of the Black
Agreement, including that (a) all of Mr. Black’s unvested equity
awards with solely a service-based vesting condition will become
fully vested, (b) for any equity awards whose vesting or settlement
is subject to the satisfaction of performance goals over a
performance period, he will be entitled to have those awards vest
on each originally scheduled vesting date for such award in an
amount equal to the number of shares, share units or share
equivalents subject to the equity award that would otherwise have
been determined to have been earned by him had he remained
continuously employed by the Company through the originally
scheduled vesting date based on the degree to which the applicable
performance goals were satisfied during the applicable performance
period through the originally scheduled vesting date, and (c) Mr.
Black will receive a pro-rated portion of his target annual cash
incentive bonus for the fiscal year in which the termination occurs
(payable in a lump sum no later than 60 calendar days after the
date of termination).
The foregoing descriptions of the Black Amendment and the Black
Agreement are summaries, do not purport to be complete and are
qualified in their entirety by reference to the Black Amendment and
the Black Agreement, which are attached as Exhibit 10.1 and Exhibit
10.2, respectively, to this report and are incorporated herein by
reference.
In addition, on March 1, 2023, the Company entered into an
amendment to the Amended and Restated Executive Severance and
Change in Control Agreement with each of Kimberly Nelson, the
Company’s Chief Financial Officer, and James Frome, the
Company’s
President and Chief Operating Officer (the “Amendments”).
The Amendments provide that,
in order to qualify as a “Retirement” under the applicable
severance and change in control agreements for Ms. Nelson and Mr.
Frome, the services that the officer must perform during the
six-month notice period may include such other services as agreed
between the Company and the officer, and that the Company may, in
its sole discretion, designate a termination date earlier than the
retirement date identified by the officer.
This description of the Amendments is a summary, does not purport
to be complete and is qualified in its entirety by reference to the
form of Amendment, which is attached as Exhibit 10.3 to this report
and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On March 2, 2023, the Company issued a press release announcing the
matters described in Item 5.02 above. A copy of the press release
is attached hereto as Exhibit 99.1.
In accordance with
General
Instruction B.2 of Form 8-K, the information in this Item 7.01,
including Exhibit 99.1, shall not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934 or
otherwise subject to the
liability
of that section, and shall not be incorporated by reference into
any registration statement or other document filed under the
Securities Act of 1933 or the Securities Exchange Act of 1934,
except as shall be expressly set forth by specific reference in
that filing.
Item 8.01. Other Events.
The Company’s Board of Directors has initiated an executive search
for the next Chief Executive Officer.
Once appointed, Archie Black will transition from his position as
Chief Executive Officer to the newly created role of Executive
Chair of the Board.
Mr. Black will remain in the role of Chief Executive Officer
through the completion of the search for his successor and through
the transition process to ensure a seamless
succession.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements, including information about future expectations, plans
and prospects, including views regarding anticipated continuity,
timing and effectiveness of the Chief Executive Officer transition,
within the safe harbor provisions under The Private Securities
Litigation Reform Act of 1995. These statements involve known and
unknown risks, uncertainties and other factors which may cause the
results of the Company to be materially different than those
expressed or implied in such statements. Certain of these risk
factors and others are included in documents the Company files with
the Securities and Exchange Commission, including but not limited
to, the Company’s Annual Report on Form 10-K for the year ended
December 31, 2022, as well as subsequent reports filed with the
Securities and Exchange Commission.
In addition, these forward-looking statements are subject to
factors and uncertainties related to the Company’s Chief Executive
Officer transition, including disruptions and uncertainties related
thereto, the ability of a successor to have the desired level of
experience and expertise, the potential impact on the Company’s
business and future strategic direction resulting from the Chief
Executive Officer transition, and the Company’s ability to retain
other key members of senior management.
Other unknown or unpredictable factors also could have material
adverse effects on the Company’s future results. The
forward-looking statements included in this press release are made
only as of the date hereof. The Company cannot guarantee future
results, levels of activity, performance or achievements.
Accordingly, you should not place undue reliance on these
forward-looking statements. Finally, the Company expressly
disclaims any intent or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events, or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit No. |
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Exhibit |
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10.1 |
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10.2 |
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10.3 |
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99.1 |
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104 |
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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.
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SPS COMMERCE, INC. |
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Date: March 2, 2023 |
By: |
/s/ KIMBERLY NELSON |
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Kimberly Nelson |
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Executive Vice President and Chief Financial Officer |
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