What changed in this filing

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Item 9A. Controls and Procedures

2024-02-21 compared with 2023-02-21 · 36 added, 44 removed, 103 unchanged (44% of the section changed)

2 unchanged sentences

We assessed the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023, the end of the period covered by this Annual Report on Form 10-K.

This assessment was done under the supervision and with the participation of management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”).

This assessment was done under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer.

Disclosure controls and procedures means controls and other procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

Disclosure controls and procedures include, without limitation, controls and procedures designed such that information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Based on this assessment, our CEO and CFO have concluded that as of December 31, 2022, our disclosure controls and procedures were effective.

Disclosure controls and procedures include, without limitation, controls and procedures designed such that information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based on this assessment, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2023, our disclosure controls and procedures were effective.

Management’s Annual Report on Internal Control Over Financial Reporting

6 unchanged sentences

Form 10-K for the Annual Period ended December 31, 2023

Table of Con t ents

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

2 unchanged sentences

Based on this assessment, management concluded that we maintained effective internal control over financial reporting as of December 31, 2023 based on the specified criteria.

Pursuant to the SEC’s general guidance that the assessment of a recently acquired business' internal control over financial reporting may be omitted in the year of acquisition, as of December 31, 2022, our scope of the assessment of our internal control over financial reporting excluded GCommerce and InterTrade, which were acquired in July 2022 and in October 2022, respectively.

Our assessment of the effectiveness of internal control over financial reporting as of December 31, 2023 will include GCommerce and InterTrade.

As of December 31, 2022, excluding net intangible assets and goodwill, GCommerce and InterTrade combined represented 3.7% of our consolidated assets.

For the twelve months ended December 31, 2022, GCommerce and InterTrade combined represented 1.4% of our consolidated revenues.

Pursuant to the SEC’s general guidance that the assessment of a recently acquired business' internal control over financial reporting may be omitted in the year of acquisition, as of December 31, 2023, our scope of the assessment of our internal control over financial reporting excluded TIE Kinetix, which was acquired in September 2023.

Our assessment of the effectiveness of internal control over financial reporting as of December 31, 2024 will include TIE Kinetix.

Excluding net intangible assets and goodwill, TIE Kinetix represented less than 5% of our consolidated assets as of December 31, 2023 and less than 5% of our consolidated revenues for the year ended December 31, 2023.

The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by KPMG LLP, our independent registered public accounting firm, as stated in their report, which is included under Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting during the three months ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

The information included in this Item 9B is provided in lieu of filing such information on a Current Report on Form 8-K under Item 5.03 Amendments to Articles of Incorporation or Bylaws;

Changes in Fiscal Year.

On February 17, 2023, the Board of Directors of the Company amended and restated the Company’s Amended and Restated Bylaws (as so amended and restated, the “Bylaws”), primarily to implement certain procedural mechanisms related to stockholder nominations of directors under Rule 14a-19 (“Rule 14a-19”) under the Securities Exchange Act of 1934, as amended.

These amendments took immediate effect.

The amendments implement the following changes to the Bylaws, among other things:

• require a stockholder soliciting proxies in support of nominations of persons, other than the Company’s nominees, for election to the Company’s Board of Directors to certify their compliance with Rule 14a-19 and, upon request of the Company, to deliver reasonable evidence of such compliance to the Company no later than five business days prior to the date of the applicable meeting of stockholders;

• provide that, unless otherwise required by law, if a stockholder provides notice under Rule 14a-19 and subsequently:

(i) notifies the Company that such stockholder no longer intends to solicit proxies in support of director nominees other than the Company’s director nominees in accordance with Rule 14a-19;

(ii) fails to comply with the requirements of Rule 14a-19;

or (iii) fails to provide reasonable evidence sufficient to satisfy the Company that the requirements of Rule 14a-19 have been met, then the stockholder’s nominations shall be deemed null and void and the Company shall disregard any proxies or votes solicited for any nominee proposed by such stockholder;

• establish additional rules governing the conduct of meetings of stockholders;

• update references to meetings using remote communication;

• reserve white proxy cards for use by the Company’s Board of Directors only;

• incorporate other technical, clarifying and conforming changes.

SPS COMMERCE, INC.

Form 10-K for the Annual Period ended December 31, 2022

Table of Con t ents

The foregoing description of the amendments to the Bylaws is qualified in its entirety by reference to the text of the Bylaws.

The Bylaws, along with a copy marked to show changes from the prior version, are included as Exhibits 3.2 and 3.3, respectively, to this Annual Report on Form 10-K and are incorporated herein by reference.

Insider Adoption or Termination of Trading Arrangements

During the three months ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified, or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

2 unchanged sentences

Form 10-K for the Annual Period ended December 31, 2023

Table of Con t ents

Directors, Executive Officers and Corporate Governance

18 unchanged sentences

Form 10-K for the Annual Period ended December 31, 2023

Table of Con t ents

EXHIBIT INDEX

4 unchanged sentences

3.2 Amended and Restated Bylaws, effective as of February 17, 2023

3.3 Amended and Restated Bylaws, marked to show amendments effective as of February 17, 2023

10-K 02/21/2023 3.2

4.1 Description of Capital Stock

5 unchanged sentences

10.3 Form of Non-Statutory Stock Option Agreement (Employee) under 2010 Equity Incentive Plan**

10-K 02/21/2023 10.3

10.4 Form of Non-Statutory Stock Option Agreement (Director) under 2010 Equity Incentive Plan**

1 unchanged sentence

10.5 Form of Restricted Stock Unit Award Agreement under 2010 Equity Incentive Plan**

10-K 02/21/2023 10.5

10.6 Form of Restricted Stock Award Agreement under 2010 Equity Incentive Plan**

1 unchanged sentence

10.7 Form of Performance Stock Unit Agreement under 2010 Equity Incentive Plan**

10-K 02/21/2023 10.7

10.8 Form of Deferred Stock Unit Agreement under 2010 Equity Incentive Plan **

6 unchanged sentences

8-K 02/03/2016 10.2

10.12 Amendment to Amended and Restated Executive Severance and Change in Control Agreement, dated as of March 1, 2023, by and between Archie C.

Black and SPS Commerce, Inc.**

8-K 03/02/2023 10.1

10.13 Amended and Restated Executive Severance and Change in Control Agreement between the Company and Archie C.

2 unchanged sentences

8-K 02/18/2020 10.2

10.15 Form of Amendment to Amended and Restated Executive Severance and Change in Control Agreement**

8-K 03/02/2023 10.3

10.16 Offer Letter between Chad Collins and SPS Commerce, Inc., dated as of July 6, 2023 **

8-K 07/06/2023 10.1

10.17 Executive Severance and Change in Control Agreement, effective as of October 2, 2023, by and between Chad Collins and SPS Commerce, Inc.

8-K 07/06/2023 10.2

SPS COMMERCE, INC.

Form 10-K for the Annual Period ended December 31, 2023

Incorporated By Reference

Exhibit Description Form Date of

10.18 Non-Employee Director Compensation Summary**

3 unchanged sentences

31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934, as amended

SPS COMMERCE, INC.

Form 10-K for the Annual Period ended December 31, 2022

Table of Con t ents

Incorporated By Reference

Exhibit Description Form Date of

31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934, as amended

1 unchanged sentence

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97 SPS Commerce, Inc.

Required Compensation Recovery Policy, effective October 2, 2023

101 Interactive Data Files Pursuant to Rule 405 of Regulation S-T X

104 The cover page from the Annual Report on Form 10-K for the year ended December 31, 2022, formatted in Inline XBRL

104 The cover page from the Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL X

** Indicates management contract or compensatory plan or arrangement.

2 unchanged sentences

Form 10-K for the Annual Period ended December 31, 2023

Table of Con t ents

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

February 21, 2023

SPS COMMERCE, INC.

/s/ ARCHIE BLACK

February 20, 2024 SPS COMMERCE, INC.

/s/ CHADWICK COLLINS

Chadwick Collins

Chief Executive Officer

Each of the undersigned hereby appoints Archie Black and Kimberly Nelson, and each of them (with full power to act alone), as attorneys and agents for the undersigned, with full power of substitution, for and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Exchange Act of 1934, any and all amendments and exhibits to this annual report on Form 10-K and any and all applications, instruments, and other documents to be filed with the Securities and Exchange Commission pertaining to this annual report on Form 10-K or any amendments thereto, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable.

Each of the undersigned hereby appoints Chadwick Collins and Kimberly Nelson, and each of them (with full power to act alone), as attorneys and agents for the undersigned, with full power of substitution, for and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Exchange Act of 1934, any and all amendments and exhibits to this annual report on Form 10-K and any and all applications, instruments, and other documents to be filed with the Securities and Exchange Commission pertaining to this annual report on Form 10-K or any amendments thereto, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 20, 2024.

Name and Signature Title

/s/ ARCHIE BLACK Chief Executive Officer and Director

Archie Black (principal executive officer)

/s/ CHADWICK COLLINS Chief Executive Officer and Director

Chadwick Collins (principal executive officer)

/s/ KIMBERLY NELSON Executive Vice President and Chief Financial Officer

Kimberly Nelson (principal financial and accounting officer)

/s/ ARCHIE BLACK Director

/s/ JAMES RAMSEY Director

9 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures