ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
On March 1, 2023, the Board of Directors (the “Board”) of American Software,
Inc. (the “Company”) increased the size of the Board from seven members to eight
members and appointed Ms. Nicole Wu, age 44, as a Class A Director to fill the
vacancy created by the increase in the size of the Board. Beginning April 1,
2023, Ms. Wu will serve until, and will be nominated for election at, the 2023
Annual Meeting of Shareholders of the Company (the “2023 Annual Meeting”).
Ms. Wu will continue to serve as the Chief Financial Officer of PDI
Technologies, Inc., as she has since 2019, a cloud based technology company
serving convenience retail and petroleum wholesale clients that has successfully
grown both organically and via acquisitions during her tenure. Prior to PDI
Technologies, Ms. Wu served as the Chief Financial Officer to eVestments, Inc,
leading a number of M&A transactions including the sale of that company to
NASDAQ. Previously, Ms. Wu held several executive positions at General Electric
in division finance, internal audit, and acquisition integrations. Ms. Wu holds
a Bachelor of Science in Business from Shanghai Jiao Tong University in
The Board determined that Ms. Wu has no relationship with the Company or its
subsidiaries, either directly or indirectly, that would be inconsistent with a
determination of independence under the applicable rules and regulations of the
NASDAQ Stock Market and the U.S. Securities and Exchange Commission (the “SEC”).
Ms. Wu has not been appointed to any Board committee at this time. Ms. Wu was
not appointed as a director pursuant to any arrangement or understanding with
any person, and Ms. Wu is not a participant in any related party transaction
required to be reported pursuant to Item 404(a) of Regulation S-K.
On March 1, the Board also reviewed and approved the following compensation plan
for non-executive members of the Board. The Board’s decision was made pursuant
to a market-based analysis of its compensation and the desire to recruit and
retain high quality Board members, such as Ms. Wu. Notably, the Board
eliminated meeting fees, as the work of the Board transcends simply
participating in meetings. The following compensation plan will take effect for
all Board members at the beginning of the next fiscal year on May 1. Ms. Wu
will begin to be compensated via cash and an initial $25,000 RSU (defined below)
grant on April 1,2023 her start date with the Board, with other compensation to
take effect on May 1, 2023 as with all other Board members.
Board members will receive cash compensation of $70,000 annually, paid on a
per-fiscal quarter basis, following scheduled quarterly Board meetings. This is
an increase of $20,000 per year, offset in part or in full by the elimination of
$2,400 per day and $1,200 per half-day of meeting fees. New Board members such
as Ms. Wu will be compensated on a pro-rated basis based on the date they join
the Board. The additional annual amount of $5,000 paid to each Board Committee
Chair remains unchanged and is paid will be paid annually. The current
committees are Audit, Compensation and Nomination and Corporate Governance. The
Company will also reimburse all reasonable out-of-pocket expenses incurred by
non-employee directors in attending meetings of the Board or any Committee.
As to equity compensation, Board members will no longer receive stock options.
During fiscal year 2022, those stock options were valued at $116,041 per Board
member in the aggregate, as the Company reported in its 2022 Proxy Statement.
Instead, Board members will receive annual grants of Restricted Stock Units
(“RSUs”) worth approximately $120,000, based on the Company’s closing share
price on the award date. The award of RSUs will be subject to the Company’s
2020 Equity Compensation Plan, or a successor plan, as applicable. The RSUs
will vest as Class A common shares of the Company in full one year after the
date of grant, subject to the Board members’ continued service on the Board
through the vesting date. Until vesting, the RSUs will not entitle a Board
member to voting rights, dividends, or other rights or privileges of owning
Class A common shares of the Company. In addition, new Board members such as
Ms. Wu will receive a grant of RSUs that will be worth approximately $25,000,
based on the Company’s closing share price on the date they join the Board.
ITEM 7.01. REGULATION FD DISCLOSURE.
On March 7, 2023, the Company issued a press release regarding Ms. Wu’s
appointment as a Class A Director. The full text of this press release is
attached to this report as Exhibit 99.1 and is incorporated herein by reference.
Pursuant to the rules and regulations of the SEC, the information furnished
pursuant to Item 7.01 of this report is deemed to have been furnished and shall
not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section. Such information shall not be incorporated by reference into any
filing of the Company, whether made before or after the date hereof, regardless
of any general incorporation language in such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
99.1 Press Release of American Software, Inc., dated March 7, 2023.
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