Manhattan Associates (MANH) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 14, 2026, to vote on director elections, executive compensation, auditor ratification, and an amendment to the equity incentive plan.

• 2025 marked record revenue ($1.081B, up 4%), strong cloud growth (cloud revenue up 21%), and robust cash flow ($389M, up 32%).

• Major investments in R&D ($145M, up 5%) and AI-driven product innovation, including new generative AI modules.

• Company maintains zero debt, $329M in cash, and continued share repurchases ($275M in 2025).

• CEO transition: Eric Clark succeeded Eddie Capel in February 2025; Capel became non-executive Chairman in 2026.

Voting matters and shareholder proposals

• Election of three Class I Directors for terms expiring in 2029.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Approval of the First Amendment to the 2020 Equity Incentive Plan, increasing share pool by 3M, extending plan to 2036, and capping director awards.

Board of directors and corporate governance

• Board consists of eight members, 75% independent, with three standing committees: Audit, Compensation, and Nomination & Governance.

• Recent leadership transitions: Capel to non-executive Chairman, Clark as CEO, Noonan as Lead Independent Director.

• Board refreshment and diversity highlighted; proxy access bylaw allows eligible shareholders to nominate directors.

• Majority vote resignation policy for directors in uncontested elections.