Manhattan Associates (MANH) Proxy Filing summary

Executive summary

• Achieved record revenue of $1.042 billion in 2024, up 12%, with cloud revenue rising 32% to $337 million, representing 96% of total software revenue.

• GAAP diluted EPS increased 24% to $3.51; operating margin reached 25%, ranking in the top tier among peers.

• R&D investment grew 9% to $138 million, with plans for further increases in 2025 to drive innovation and expand the addressable market.

• Ended 2024 with $266 million in cash, zero debt, and $295 million in operating cash flow, up 20% from 2023.

• Invested $242 million in share repurchases in 2024, reducing shares outstanding by 16% over the last decade.

Voting matters and shareholder proposals

• Shareholders will vote on: election of two Class III Directors, advisory approval of executive compensation, and ratification of Ernst & Young LLP as independent auditor for 2025.

• Board recommends voting FOR all proposals.

• Proxy access bylaw allows eligible shareholders to nominate directors for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of nine members, with a majority being independent; all committees are fully independent.

• Board refreshment includes two new directors in the past five years; major assessments every three years and annual committee self-assessments.

• Eddie Capel transitioned to Executive Vice-Chairman in February 2025; Eric Clark appointed President and CEO.

• Upon the 2025 Annual Meeting, Capel will become Executive Chairman, Noonan will become Lead Independent Director, and the board will reduce to eight members.

• Share ownership guidelines require directors to own shares equal to five times their annual retainer; executive officers have salary-based multiples.

• Insider trading policy prohibits hedging and significant pledging of company securities.