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
 
Date of Report (Date of earliest event reported): August 28, 2023 (August 22, 2023)
 
AMERICAN SOFTWARE, INC.
(Exact Name of Registrant as Specified in Charter)
 
Commission File Number 000-12456
 
Georgia
58-1098795
(State or Other Jurisdiction
(I.R.S. Employer
of Incorporation)
Identification No.)
 
470 East Paces Ferry Road, NE, Atlanta, Georgia 30305
(Address of principal executive offices)
 
(404) 261-4381
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:
 
☐
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))

Securities registered pursuant to
Section 12(b) of the Act:

Title of each class
 Trading Symbol
 Name of each exchange on which registered
Common Stock
 AMSWA
 NASDAQ Global Select Market

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
   
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 financing accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐
ITEM 5.07          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
On August 22, 2023, American Software, Inc. (the “Registrant”) held its annual meeting of shareholders.  At the meeting, 27,983,803 Class A shares and 1,821,587 Class B shares were represented in person or by proxy, which constituted a quorum. Other than in the election of directors, in which holders of Class A shares and Class B shares vote as separate classes, each outstanding Class A share is entitled to a one-tenth vote per share and each outstanding Class B share is entitled to one vote per share on all matters brought before the Registrant’s shareholders. The final results for each matter submitted to the shareholders of the Registrant at the annual meeting are as follows:
 
1.            The following persons were duly elected as directors of the Registrant:

 
Votes For
Votes Against
Votes
Withheld
Broker Non-
Votes
CLASS A DIRECTORS
        
H. Allan Dow
W. Dennis Hogue
23,437,742
12,773,273
855,561
11,522,188
11,278
9,120
3,679,222
3,679,222
Thomas L. Newberry, V
22,580,162
1,715,419
9,000
3,679,222
CLASS B DIRECTORS
        
James C. Edenfield
1,821,587
0
0
0
Celena Matlock
James B. Miller, Jr.
1,821,587
1,821,587
0
0
0
0
0
0
Matthew G. McKenna
1,821,587
0
0
0
Lizanne Thomas
Nicole Wu
1,821,587
1,821,587
0
0
0
0
0
0
 
2.            The ratification of the appointment of KPMG LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending April 30, 2024 was approved as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
4,589,774
28,964
1,230
0

3.            The resolution approving the compensation of the Registrant’s named executive officers, on an advisory basis, was approved as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
4,194,667
51,508
5,870
367,922

4.            The resolution approving the frequency of future advisory voting on the compensation of the Registrant’s named executive officers, on an advisory basis, was approved as follows:

1 year
2 years
3 years
Abstain
 Broker Non-Votes
4,134,592
3,251
110,657
3,545
367,922

 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.

Date: August 28, 2023
 
 
AMERICAN SOFTWARE, INC.
 
 
(Registrant)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/  Vincent C. Klinges
 
 
Name:   Vincent C. Klinges
 
 
Title:      Chief Financial Officer