🧾 What This Document Is — Your Guide to the Annual Meeting

This is a DEF 14A, also called a Proxy Statement. Think of it as the official invitation and instruction manual for Manhattan Associates' annual shareholder meeting. Its job is to give you (the shareholder) all the information you need to vote on company matters. You'll find details on who's running the company, how the top bosses got paid, and what big decisions need your approval.

👉 Why it matters: If you own shares, your vote counts. This document tells you what you're voting on and the Board's recommendations, so you can make an informed choice.

🏢 What The Company Does — The Supply Chain Software Expert

In simple terms, Manhattan Associates makes software that helps other companies manage their supply chains, warehouses, and online+in-store sales. Think of them as the "brain" for big retailers, manufacturers, and logistics companies, ensuring products get from the factory to your doorstep efficiently. Their flagship product is called Manhattan Active®, which runs in the cloud as a subscription service.

💰 Financial Highlights — A Record-Breaking Year

2025 was a powerhouse year for Manhattan Associates. Here’s the proof:

• Total Revenue: A record $1.081 billion, up 4%.
• Cloud Revenue: $408 million, up a huge 21%—showing their cloud transition is working.
• Earnings Per Share (EPS): $3.60 (GAAP), up 3%.
• Remaining Performance Obligations (RPO): $2.2 billion, up 25%. This is the future revenue they have under contract, a strong indicator of future health.
• Cash: $329 million in cash with zero debt. They've never borrowed money.
• Cash Flow: Operating cash flow was $389 million, up 32%.

👉 Why it matters: The numbers tell a story of a healthy, growing company. Strong cloud growth and a massive contract backlog ($2.2B!) signal that demand for their software is high, which bodes well for future stability.

🚀 Key Moves — Leadership Transition & Strategic Investments

The biggest change in 2025 was at the top.

• CEO Change: After 12 years, Eddie Capel stepped down as President & CEO on February 12, 2025. He was succeeded by Eric A. Clark.
• Chairman Role: Capel briefly became Executive Chairman before transitioning to non-executive Chairman on January 1, 2026. Tom Noonan became the Lead Independent Director.
• Investing in Innovation: They spent $145 million on R&D (up 5%), focusing on AI tools like Manhattan Active® Agents to stay ahead.

👉 Why it matters: Smooth leadership transitions are crucial for company stability. The board clearly planned this succession. The heavy R&D spend shows they are betting on future innovation to keep their competitive edge.

📦 Financial Position & Strategy — Strong, but With One Watch Item

The company's financial foundation is exceptionally strong: high cash, zero debt, and massive free cash flow. They use this strength to return money to shareholders through $275 million in share repurchases in 2025. One area to note: Consulting Services revenue decreased 4% because some customers delayed projects. However, this is offset by the booming cloud subscription business.

👉 Why it matters: A debt-free balance sheet gives the company huge flexibility. The shift from one-time consulting projects to recurring cloud revenue is a positive long-term trend, even if it causes some short-term bumps.

👥 Board & Governance — Who's in Charge and How It's Run

The board is mostly independent (75%) and is split into three classes with staggered terms. You are voting to re-elect three Class I Directors: Eddie Capel, Charles Moran, and Linda Hollembaek.

• Key Committees: The Audit, Compensation, and Nomination & Governance committees are all 100% independent.
• Shareholder-Friendly Policies: They have a majority voting policy for directors (if a director doesn't get a majority "for" vote, they must resign) and a proxy access bylaw, allowing big shareholders to nominate directors.

👉 Why it matters: Good governance protects shareholders. An independent board and committees prevent conflicts of interest. Policies like majority voting ensure directors are accountable to you.

💸 Executive Compensation — The Pay-for-Performance Story

This is a major focus of the proxy. The philosophy is pay-for-performance: a big chunk of executive pay is tied to hitting company goals.

• 2025 Performance: Executives earned 118% of their target bonus because the company hit its financial goals (revenue, new cloud bookings, profit).
• Big Pay Packages: Total compensation for the top NEOs ranged from $2.9 million to $16.7 million. The largest parts are stock awards, which align executives' interests with shareholders (stock price goes up, their pay goes up).
• CEO Transition Pay: Eddie Capel's salary was cut 30% when he stepped down as CEO.

👉 Why it matters: You want executives incentivized to grow the company's value. The heavy use of stock-based pay means they win only if shareholders win. The 118% payout shows the company had a strong year against its own targets.

⚖️ Big Picture — Strengths and Risks

👍 Strengths:

• Market leader in supply chain software with a differentiated cloud platform.
• Fortress balance sheet: $329M cash, $0 debt.
• Record revenue, earnings, and contract backlog.
• Strong corporate governance practices.

⚠️ Risks & Considerations:

• Economic downturns could cause customers to delay software investments (already seen in consulting revenue).
• Must successfully compete with other large software firms in the cloud space.
• The large CEO pay packages, while performance-based, are always a topic for shareholder scrutiny.

🧠 The Analogy — The Conductor of the Global Storehouse

Imagine a massive, global storehouse where thousands of products are constantly moving in, being sorted, and shipped out. Manhattan Associates provides the conductor's score and the baton—the cloud software that orchestrates every movement, making sure the right product gets to the right place at the right time. They just finished a record year, hired a new lead conductor (Eric Clark), and invested in smarter AI to read the music even better. Their financial strength means they own the concert hall, not just renting it.

📇 Key Contacts & People

• Investor Relations: Manhattan Associates Investor Relations Website
• Corporate Secretary: Manhattan Associates, Inc., 2300 Windy Ridge Parkway, Tenth Floor, Atlanta, Georgia 30339
• Independent Auditor: Ernst & Young LLP (proposed for ratification)
• Key Executives (NEOs):
  • Eddie Capel (Non-Executive Chairman)
  • Eric A. Clark (President & CEO)
  • Dennis B. Story (EVP & CFO) Note: Announced retirement effective March 31, 2026. Linda Pinne to succeed.
  • Bruce S. Richards (SVP, Chief Legal Officer & Secretary)
  • Robert G. Howell (EVP, Chief Sales Officer)
  • J. Stewart Gantt (EVP, Professional Services)

🧩 Final Takeaway

Manhattan Associates is a financially rock-solid leader in its niche, executing a successful cloud transition under new leadership. Shareholders are being asked to approve the board's direction and a compensation plan that directly ties executive pay to the company's strong performance. The big story is a well-planned CEO succession backed by record financial results.